EX-10.26





 Exhibit 10.26 

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. 
 VOTING AGREEMENT 












 TABLE OF CONTENTS 

 

											
	 	  	 	 	  	 	  	Page	 
			
	1.	  	 	Voting Provisions Regarding Board of Directors	  	 	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	  	 	3	 
		  	 	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	 	  	Exceptions	  	 	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	 	  	Representation	  	 	7	 
		  	 	5.2	 	  	Covenant	  	 	7	 
			
	6.	  	 	Term	  	 	7	 
			
	7.	  	 	Miscellaneous	  	 	8	 
				
		  	 	7.1	 	  	Additional Parties	  	 	8	 
		  	 	7.2	 	  	Transfers	  	 	8	 
		  	 	7.3	 	  	Successors and Assigns	  	 	8	 
		  	 	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, Terminate or Waive	  	 	9	 
		  	 	7.9	 	  	Delays or Omissions	  	 	10	 
		  	 	7.10	 	  	Severability	  	 	10	 
		  	 	7.11	 	  	Entire Agreement	  	 	10	 
		  	 	7.12	 	  	Share Certificate Legend	  	 	10	 
		  	 	7.13	 	  	Stock Splits, Stock Dividends, etc.	  	 	11	 
		  	 	7.14	 	  	Manner of Voting	  	 	11	 
		  	 	7.15	 	  	Further Assurances	  	 	11	 


  
 i 














							
	7.16	  	 Dispute Resolution
	  	 	11	 
	7.17	  	 Aggregation of Stock
	  	 	12	 

  

					
	Schedule A	  	-	  	Investors
	Schedule B	  	-	  	Key Holders
	Exhibit A	  	-	  	Adoption Agreement


  
 ii 













 VOTING AGREEMENT 

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 18th day of December, 2017 by and among
Entrega, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A-1 Preferred Stock, $0.0001 par value per share (“Series
A-1 Preferred Stock”) and Series A-2 Preferred Stock, $0.0001 par value per share (“Series A-2 Preferred
Stock”, and collectively with the Series A-1 Preferred Stock, 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 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 the Investors are entering into a Series
A-2 Preferred Stock Purchase Agreement (the “Purchase Agreement”) providing for the sale of shares of the Company’s Series A-2 Preferred Stock, and
in connection with that agreement the parties desire to provide the Investors 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 the holders of record of the shares of the Company’s Preferred Stock, exclusively and as a separate class, shall be entitled to elect four 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
Company’s capital stock held by them will be voted on, or tendered in connection with, an acquisition of the Company and an increase in the number of shares of Common Stock required to provide for the conversion of the Company’s Preferred
Stock. 
 NOW, THEREFORE, the parties agree as follows: 

1. Voting Provisions Regarding Board of Directors. 

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 six (6) directors and may be increased only with the
written consent of Investors holding at least a majority of the Preferred Stock. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company 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, the following persons shall be elected to the Board: 
 (a)
Four individuals designated by PureTech Health LLC (the “PureTech Designees”), which individuals shall initially be Robert Langer, Andrew Miller, Stephen Muniz and David Steinberg; and 

[***] 
 To the extent that clause
(a) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance
with, and pursuant to, the Company’s Restated Certificate. 
 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 or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or
managing members of, or shares the same management company with, 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 to serve as provided herein. 

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
unless (i) such removal is directed or approved by the affirmative vote of the Person entitled under Subsection 1.2 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such director
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 to remove such director, such
director shall be removed. 

  
 2 













 All Stockholders agree to execute any written consents required to perform the obligations of this
Agreement, and the Company agrees at the request of any party 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. 
 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) promulgated 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 as 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 (i) the holders of a majority of the shares of Common Stock then issued or issuable upon conversion of the shares of Preferred Stock (the “Selling Investors”) and (ii) the Board of Directors (collectively, the
“Electing Holders”) approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then each Stockholder and the Company hereby agree: 

  
 3 













 (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 to the Restated Certificate required in order 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 Selling Investors; 
 (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, indemnity agreement, escrow 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 acquiror in
connection with the Sale of the Company; 
 (e) to refrain from exercising any dissenters’ rights or rights of appraisal under
applicable law at any time with respect to such Sale of the Company; 
 (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, 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 Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and 

(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, (x) to consent to
(i) the appointment of 

  
 4 













 
such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and
(iii) 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 (y) 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 in connection with its service as the Stockholder Representative, absent fraud or willful misconduct. 

3.3 Exceptions. Notwithstanding the foregoing, 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) the Stockholder shall not be liable
for the inaccuracy of any representation or warranty 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); 

(b) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and
warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (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), and subject to the provisions of the Restated Certificate related to the
allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; and 

(c) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock 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, (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 the holders of at least a majority of the Preferred Stock elect to receive a lesser amount by written notice given to the Company at
least 15 days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among 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 

  
 5 













 
foregoing, if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(c) 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 Company) 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. 
 3.4 Restrictions on Sales of Control of the Company. No Stockholder shall
be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and 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 were a Deemed Liquidation Event), unless the holders of a majority of the Preferred Stock elect otherwise 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 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, election of persons as members of the Board in accordance with Section 1 hereto, 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 (i) fails to vote, or (ii) attempts to vote (whether by
proxy, in person or by written consent), in a manner which is inconsistent with the terms 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 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 necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence 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 

  
 6 













 
and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto 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 Representation. Each Person with the right to designate or participate in the designation of a director pursuant
to this Agreement hereby represents that none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (a “Disqualification Event”) is applicable to such Person or
any of its 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. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean 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) of the Securities Act. 

5.2 Covenant. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby
agrees that it shall 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, 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 Com-pany’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 













 7. Miscellaneous. 

7.1 Additional Parties. 

(a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A-2 Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser 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 shall be deemed an Investor and Stockholder for all purposes under this Agreement. 
 (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 Company’s then outstanding capital stock (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 recognizing 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. 

  
 8 













 7.4 Governing Law. This Agreement shall be governed by the internal 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
(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.

 7.8 Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated 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 a majority of the Shares then held by the
Key Holders who are then providing services to the Company as officers, employees or consultants; and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by the
Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing: 

(a) this Agreement may not be amended or terminated and the obser-vance 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, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion; 

(b) the consent of the Key Holders shall not be required for any amendment or waiver if such amendment 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; 

(c) Schedule 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; 

  
 9 













 (d) any provision hereof may be waived by the waiving party on such party’s own
behalf, without the consent of any other party; and 
 (e) Subsections 1.2 of this Agreement shall not be amended or waived without
the written consent of PureTech Health LLC. 
 The Company shall give prompt written notice of any amendment, termination, or waiver here-under to any party
that did not consent in writing thereto. Any amendment, 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, 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. This Agreement (including the Exhibits hereto), 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.” 

  
 10 













 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 of the Company’s voting securities 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 applica¬ble 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 evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise 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 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. 

  
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 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. 

7.17 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. 

[Signature Page Follows] 

  
 12 













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

			
	Entrega, Inc.
		
	 By:
	 	 
	 Name:
	 	 David Steinberg

	 Title:
	 	 Chief Executive Officer

	
	KEY HOLDER:
	
	 
		
	 [***]
	 	


 [Signature Page to Voting Agreement] 












 INVESTORS: 

[***] 
 [Signature Page
to 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 Voting Agreement dated as of December 18, 2017 (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. 
  

			
	HOLDER:                                    
                            	  	ACCEPTED AND AGREED:
		
	
By:                  
                                         
                  
	  	ENTREGA, INC.
	 Name and Title of Signatory
	  	
	
Address:                 
                                         
           
	  	 By:
                                         
                                    

		
	
                   
                                         
                       
	  	
Title:                  
                                         
                

		
	 Facsimile
Number: