Exhibit 10.1


 


EXECUTION
VERSION


 


XILIO THERAPEUTICS, INC.


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


FEBRUARY 23, 2021


 






     


     


    

 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2021, by and among Xilio Therapeutics, Inc.,
a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is
referred to in this Agreement as an “Investor,” and any person that becomes a party to this Agreement in accordance
with Section 3.9 hereof.


 


RECITALS


 


WHEREAS, certain
of the Investors (the “Existing Investors”) hold shares of the Company’s Preferred Stock (as defined
below), and possess registration rights and other rights with respect to the Common Stock issued or issuable to the Existing Investors
pursuant to a Registration Rights Agreement dated as of June 30, 2020 between the Company and such Investors (the “Prior
Agreement”);


 


WHEREAS, the
Existing Investors are holders of a majority of the Registrable Securities of the Company (as defined in the Prior Agreement), and desire
to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights
granted to them under the Prior Agreement;


 


WHEREAS, certain
of the Investors are party to that certain Series C Preferred Stock Purchase Agreement of even date herewith between the Company
and such Investors (the “Purchase Agreement”), under which the Company’s and such Investors’
obligations are conditioned upon the execution and delivery of this Agreement by the Investors party to the Purchase Agreement, Existing
Investors holding a majority of the Registrable Securities, and the Company; and


 


WHEREAS, the
Existing Investors hereby agree that the Prior Agreement shall be amended and restated in its entirety by this Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


1.            Definitions.
For purposes of this Agreement:


 


1.1            “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control
with the Person specified, including without limitation any general partner, limited partner, member, managing member, manager, employee,
officer or director of such Person or any trust for the benefit of any of the foregoing or any Affiliate of the foregoing, and any venture
capital or other investment fund now or hereafter existing that is controlled by or under common control with one or more general partners
or managing members of, or shares the same management company or investment advisor with, such Person.


 


1.2            “Board
of Directors” means the Board of Directors of the Company.


 






     


     


    

 


1.3            “Certificate
of Incorporation” means the Company’s certificate of incorporation (as amended and in effect).


 


1.4            “Common
Stock” means shares of the Company’s common stock, par value $0.0001 per share.


 


1.5            “Control”
of a Person means the possession, direct or indirect, of the power to vote in excess of 50% of the voting power of such Person, to appoint
the majority of the managers, general partners or the equivalent of such Person, or to direct or cause the direction of the management
and policies of such Person (e.g., as managing member or in a similar capacity but not including an advisory or management agreement (in
the case of a managed account)).


 


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


 


1.7            “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.8            “Excluded
Registration” means: (i) a registration relating to the sale of securities to employees of the Company or a subsidiary
pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a
registration on any form that does not include substantially the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered
is Common Stock issuable upon conversion of debt securities that are also being registered.


 


1.9            “Form S-1”
means such registration form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities
Act subsequently adopted by the SEC.


 


1.10            “Form S-3”
means such registration form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company
with the SEC.


 


1.11            “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 






     


     


    

 


1.12            “Immediate
Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily
recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships of a natural person referred to herein.


 


1.13            “Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.14            “IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act.


 


1.15            “Person”
means any individual, corporation, partnership, limited liability company, firm,
joint venture, association, joint-stock company, trust, estate, unincorporated organization, governmental or regulatory body or other
entity.


 


1.16            “Preferred
Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock.


 


1.17            “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common
Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the
Company held by the Investors; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant,
right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person
in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1, and excluding
for purposes of Section 2 any securities for which registration rights have terminated pursuant to Section 2.13
of this Agreement.


 


1.18            “Registrable
Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock
that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable
and/or convertible securities that are Registrable Securities.


 


1.19            “Restricted
Securities” means the securities of the Company required to bear the legends set forth in Section 2.12(b) hereof.


 


1.20            “Sale
Event” means:


 


(a)            a
merger or consolidation in which


 


		(i)	the Company is a constituent party; or



 


		(ii)	a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock
pursuant to such merger or consolidation,



 






     


     


    

 


except any such merger or consolidation involving
the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation
continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger
or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if
the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation,
the parent corporation of such surviving or resulting corporation (provided that, all shares of Common Stock issuable upon exercise
of options outstanding immediately prior to such merger or consolidation or upon conversion of convertible securities outstanding immediately
prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable,
converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted
or exchanged); or


 


(b)            the
sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company
or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale
or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company
and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive
license or other disposition is to a wholly owned subsidiary of the Company.


 


1.21            “SEC”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


1.26            “Series A
Preferred Stock” means the Series A Preferred Stock of the Company, par value $0.0001 per share.


 


1.27            “Series A-1
Preferred Stock” means the Series A-1 Preferred Stock of the Company, par value $0.0001 per share.


 


1.28            “Series B
Preferred Stock” means the Series B Preferred Stock of the Company, par value $0.0001 per share.


 






     


     


    

 


1.29            “Series C
Preferred Stock” means the Series C Preferred Stock of the Company, par value $0.0001 per share.


 


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


 


2.1            Demand
Registration.


 


(a)            Form S-1
Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the
Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1
registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price
of at least $10.0 million (prior to deduction of Selling Expenses), then the Company shall: (i) within ten (10) days after the
date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders;
and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders,
file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested
to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified
by notice given by each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case,
subject to the limitations of Section 2.1(c) and Section 2.3.


 


(b)            Form S-3
Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders
of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration
statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least
$3.0 million (prior to deduction of Selling Expenses), then the Company shall: (i) within ten (10) days after the date such
request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in
any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration
statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any
additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by
each such Holder to the Company within twenty (20) days after the date the Demand Notice is given, and in each case, subject to the limitations
of Section 2.1(c) and Section 2.3.


 


(c)            Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate
signed by the Company’s chief executive officer or other most senior executive officer stating that in the good faith judgment of
the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either
become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because
such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose
for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange
Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing
or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating
Holders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month
period; and provided, further, that the Company shall not register any securities for its own account or that of any other
stockholder during such sixty (60) day period other than an Excluded Registration.


 






     


     


    

 


(d)            The
Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a): (i) during
the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that
is one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided, that the Company is actively
employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company
has effected two (2) demand registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose
to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant
to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant
to Section 2.1(b): (A) during the period that is thirty (30) days before the Company’s good faith estimate of the
date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration; provided,
that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
or (B) if the Company has effected two (2) registrations pursuant to Section 2.1(b) within the twelve (12)
month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes
of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC,
unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit
their right to one (1) demand registration statement pursuant to Section 2.6, in which case such withdrawn registration
statement shall be counted as “effected” for purposes of this Section 2.1(d).


 


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


 






     


     


    

 


2.3            Underwriting
Requirements.


 


(a)            If,
pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by
means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the
Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably
acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s
Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion
of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting
agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3,
if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the
number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise
would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated
among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number
of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders;
provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall
not be reduced unless all other securities of the Company are first entirely excluded from the underwriting. To facilitate the allocation
of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder
to the nearest one hundred (100) shares.


 


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


 






     


     


    

 


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


 


2.4            Obligations
of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:


 


(a)            prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts
to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier,
until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such
one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of
an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in
the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis,
subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to sixty (60) days,
if necessary, to keep the registration statement effective until all such Registrable Securities are sold;


 


(b)            prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such
registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered
by such registration statement;


 


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


 


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


 






     


     


    

 


(e)            in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the underwriter(s) of such offering;


 


(f)            use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a
national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued
by the Company are then listed;


 


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


 


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


 


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


 


(j)            after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement
such registration statement or prospectus.


 


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


 


2.5            Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to
effect the registration of such Holder’s Registrable Securities.


 






     


     


    

 


2.6            Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees
and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $50,000.00, of one counsel for
the selling Holders (the “Selling Holder Counsel”), shall be borne and paid by the Company; provided, however,
that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1
if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be
registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were
to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right
to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided, further
that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects
of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after
learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one
registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities
registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable
Securities registered on their behalf.


 


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


 


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


 


(a)            To
the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors,
and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities
Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned
Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from
which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages
to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information
furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection
with such registration.


 






     


     


    

 


(b)            To
the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of
its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the
meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any
other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against
any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon
and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such
registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses
are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not
apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; and provided, further that in no event shall the aggregate amounts payable
by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the
offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct
by such Holder.


 


(c)            Promptly
after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental
action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is
to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof.
The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory
to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure
to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying
party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices
the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it
of any liability that it may have to any indemnified party otherwise than under this Section 2.8.


 






     


     


    

 


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


 


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


 


(f)            Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of
the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a
registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9            Reports
Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation
of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company shall:


 


(a)            make
and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after
the effective date of the registration statement filed by the Company for the IPO;


 


(b)            use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and


 






     


     


    

 


(c)            furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request: (i) to the extent accurate, a written
statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days
after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at
any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may
be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration
(at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at
any time after the Company so qualifies to use such form).


 


2.10            Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent
of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder
of any securities of the Company that would provide to such holder the right to include securities in any registration on other than on
a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities
that they wish to so include; provided that this limitation shall not apply to any additional Investor who becomes a party to this
Agreement in accordance with Section 3.9.


 


2.11            “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of Common Stock
in its IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty
(180) days plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following
the IPO), (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before
the effective date of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions
of this Section 2.11 shall not apply to transactions relating to securities acquired in the IPO or securities acquired in
open market or other transactions from and after the IPO, the sale of any shares to an underwriter pursuant to an underwriting agreement,
or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or an Immediate Family Member of the Holder,
provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided,
further, that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers
and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning
one percent (1%) or more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding
shares of the Preferred Stock). The underwriters in connection with the IPO are intended third party beneficiaries of this Section 2.11
and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further
agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the IPO that are consistent with
this Section 2.11 or that are necessary to give further effect thereto. If any of the obligations described in this Section 2.11
are waived or terminated on a discretionary basis by the Company or any of the underwriters with respect to any of the securities of any
such Holder, officer, director or greater than one-percent stockholder (in any such case, the “Released Securities”),
the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities
of each Holder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer,
director or greater than one-percent stockholder that are subject to such obligations.


 






     


     


    





 


2.12            Restrictions
on Transfer.


 


(a)            The
Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize
and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions
specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring
Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder
to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Notwithstanding
the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the
IPO, SEC Rule 144, in each case, to be bound by the terms of this Agreement.


 


(b)            Each
certificate, instrument or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any
other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend,
recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c))
be notated with legends substantially in the following forms:


 


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


 


THE SECURITIES REPRESENTED HEREBY MAY BE
TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT OR AGREEMENTS BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY.


 


The Holders consent to the Company making a notation
in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer
set forth in this Section 2.12.


 






    


     


    




 


(c)            The
holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration
statement under the Securities Act covering the proposed transaction or following the IPO, the transfer is made pursuant to SEC Rule 144,
the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer, provided
that no such notice shall be required if the intended sale, pledge or transfer complies with SEC Rule 144. Each such notice shall
describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the
Company, shall be accompanied at such Holder’s expense by either: (i) a written opinion of legal counsel who shall, and whose
legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction
may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that
the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff
of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company
to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the
Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities
in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a notice, legal opinion
or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which
such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee
agrees in writing to be subject to the terms of this Section 2.12. Each certificate, instrument or book entry the Restricted
Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate
restrictive legend set forth in Section 2.12(b), except that such certificate, instrument or book entry shall not be notated
with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish
compliance with any provisions of the Securities Act.


 


2.13            Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:


 


(a)            the
closing of a Sale Event;


 


(b)            at
such time following the IPO when a Holder (and its Affiliates) holds less than one percent (1%) of the Company’s outstanding Common
Stock or all Registrable Securities held by such Holder (and its Affiliates) can be sold in any three (3) month period without registration
and limitation in compliance with SEC Rule 144 or another similar exemption; or


 


(c)            on
the fifth (5th) anniversary of the consummation of the IPO.


 



    


     


    







 


3.            Miscellaneous.


 


3.1            Successors
and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee
of Registrable Securities that (i) is an Affiliate, partner, member, limited partner, retired partner, retired member, or stockholder
of a Holder; or (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one
or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 6,700,000 shares of Registrable
Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), or, if less,
all of the Registrable Securities held by such Holder; provided, however, that (x) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with
respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company
to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For the
purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that
is an Affiliate, limited partner, retired partner, member, retired member, or stockholder of a Holder; (2) who is a Holder’s
Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family
Member shall be aggregated together and with those of the transferring Holder; provided, further, that all transferees
who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights,
receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and
are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.


 


3.2            Governing
Law. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware, exclusive of its conflict-of-laws
principles.


 


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


 


3.4            Titles
and Subtitles. Titles or captions of Sections contained in this Agreement are inserted as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.


 


3.5            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) upon personal delivery to the party to be notified; (b) when sent, if sent by electronic
mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s
next business day; (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-day delivery, with written verification of receipt. All communications shall be sent to the respective parties
at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the President
or Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified
by written notice given in accordance with this Section 3.5. If notice is given to the Company, a copy (which shall not constitute
notice) shall also be sent to Cynthia T. Mazareas, Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109,
email address: Cynthia.Mazareas@wilmerhale.com, facsimile number: 617-526-5000.


 






    


     


    

 


3.6            Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders
of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance
with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed
assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver); and provided, further,
that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.
Notwithstanding the foregoing, this Agreement may not be amended, modified or terminated and the observance of any term hereof may not
be waived with respect to any Holder without the written consent of such Holder, unless such amendment, modification, termination, or
waiver applies to all Holders in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver
hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination,
or waiver effected in accordance with this Section 3.6 shall be binding on all parties hereto, regardless of whether any
such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


3.7            Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid,
illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent
permitted by law.


 


3.8            Aggregation
of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner
they deem appropriate.


 


3.9            Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after
the date hereof, any purchaser of such shares of Preferred Stock who is not already a party to this Agreement may become a party to this
Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed
an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this
Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations
as an “Investor” hereunder.


 


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


 






    


     


    

 


3.11            Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware
and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out
of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware,
and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action
or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


3.12            Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach
or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


3.13            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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 









    


     


    




 


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


 


	 	XILIO THERAPEUTICS, INC.
	 	 
	 	By:	 /s/ Rene Russo






	 	 
	 	Name: 	Rene Russo
	 	 
	 	Title: 	Chief Executive Officer



 


Signature Page To Amended
and Restated Registration Rights Agreement




 






    


     


    

 


	 	INVESTORS:
	 	 
	 	 
	 	ATLAS VENTURE FUND XI, L.P.
	 	 
	 	By: Atlas Venture Associates XI, L.P., Its General Partner
	 	 
	 	 
	 	By: Atlas Venture Associates XI, LLC, Its General Partner
	 	 
	 	 
	 	By: 	/s/ Ommer Chohan






	 	Name: 	Ommer Chohan
	 	Title: 	CFO



 


Signature Page To Amended
and Restated Registration Rights Agreement




 









    


     


    

 





	 	INVESTORS:
	 	 
	 	 
	 	ATLAS VENTURE OPPORTUNITY FUND I, L.P.
	 	 
	 	By: Atlas Venture Associates Opportunity I, L.P., its General
Partner
	 	 
	 	 
	 	By: Atlas Venture Associates Opportunity I, LLC, its General
Partner
	 	 
	 	 
	 	By: 	/s/ Ommer Chohan





	 	Name: 	Ommer Chohan
	 	Title: 	CFO





 





Signature Page To Amended
and Restated Registration Rights Agreement


 









    


     


    

 


	 	INVESTORS:
	 	 
	 	 
	 	F-PRIME CAPITAL PARTNERS HEALTHCARE FUND IV LP
	 	 
	 	By: F-Prime Capital Partners Healthcare Advisors

Fund IV LP, its general partner
	 	 
	 	By: Impresa Holdings LLC, its general partner
	 	 
	 	 
	 	By: Impresa Management LLC, its managing member
	 	 
	 	 
	 	By:	 /s/ Mary Bevelock Pendergast






	 	Name: 	Mary Bevelock Pendergast
	 	Title: 	Vice President



 


Signature Page To Amended
and Restated Registration Rights Agreement


 









    


     


    

 


	 	INVESTORS:
	 	 
	 	 
	 	TAKEDA VENTURES, INC.
	 	 
	 	By: 	/s/ Dan Curran






	 	Name: 	Dan Curran






	 	Title: 	Head, Rare Genetics & Hematology






 


Signature Page To Amended
and Restated Registration Rights Agreement


 









    


     


    

 





	 	INVESTORS:
	 	 
	 	 
	 	MERCK VENTURES B.V.
	 	 
	 	By: 	/s/ Jasper Bos   






	 	Name:	 Jasper Bos






	 	Title: 	Managing Director
	 	 






	 	 
	 	By: 	/s/ Keno Gutierrez






	 	Name:	 Keno Gutierrez






	 	Title: 	Director



 


Signature Page To Amended
and Restated Registration Rights Agreement


 






    


     


    

 



 


	 	INVESTORS:
	 	 
	 	 
	 	AJU LIFE SCIENCE 3.0 VENTURE FUND C/O AJU 18 INVESTMENT
	 	 
	 	 
	 	By: 	/s/ Ji-Won Kim
	 	Name: 	Ji-Won Kim
	 	Title: 	CEO



 


Signature
Page To Amended and Restated Registration Rights Agreement


 







     


     


    

 


	 	INVESTORS:
	 	 
	 	 
	 	MRL VENTURES FUND, LLC
	 	 
	 	 
	 	By: 	/s/ Peter Dudek
	 	Name:	 Peter Dudek
	 	Title:	 Partner



 


Signature
Page To Amended and Restated Registration Rights Agreement


 







     


     


    

 


	 	INVESTORS:
	 	 
	 	 
	 	RIVERVEST VENTURE FUND IV, L.P.
	 	 
	 	By: RiverVest Venture Partners IV, L.P., its general partner
	 	 
	 	By: RiverVest Venture Partners IV, LLC, its general partner
	 	 
	 	 
	 	By: 	/s/ Nancy Hong
	 	Name:	 Nancy Hong
	 	Title:	 Authorized Person



 


Signature
Page To Amended and Restated Registration Rights Agreement


 







     


     


    

 




	 	INVESTORS:
	 	 
	 	 
	 	SV 7 IMPACT MEDICINE FUND LP 

acting by its General Partner SV7 (IMF) GP LLP acting by its designated member
	 	 
	 	 
	 	By: 	/s/ James Costine
	 	Name:	 James Costine
	 	Title:	 Member


 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    

 



	 	INVESTORS:
	 	 
	 	 
	 	BAY CITY CAPITAL GF XINDE INTERNATIONAL LIFE SCIENCES USD FUND, L.P.
	 	 
	 	By: 	Bay City Capital GF XINDE Investment Management Co.


 


 


	 	Its:	General Partner


 


 


	 	By: 	/s/ Fred Craves
	 	Name: 	Fred Craves
	 	Title:	 Director


 


Signature
Page To Amended and Restated Registration Rights Agreement


 







     


     


    

 


	 	INVESTORS:
	 	 
	 	 
	 	ROCK SPRINGS CAPITAL MASTER FUND LP
	 	 
	 	By: Rock Springs General Partner LLC, its general partner
	 	 
	 	 
	 	By: 	/s/ Kris Jenner
	 	Name: 	Kris Jenner
	 	Title:	 Member
	 	 
	 	 
	 	FOUR PINES MASTER FUND LP
	 	 
	 	By: Four Pines General Partner LLC, its general partner
	 	 
	 	 
	 	By:	 /s/ Kris Jenner
	 	Name: 	Kris Jenner
	 	Title:	 Member



 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    






 


		INVESTORS:
	 	 	 
	 	SOLEUS PRIVATE EQUITY FUND II, L.P.
	 	 	 
	 	By: Soleus Private Equity GP II, LLC, its General Partner
	 	 	 
	 	By:	/s/
Steven J. Musumeci
	 	Name: Steven J. Musumeci
	 	Title: Chief Operating Officer



 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    

 


		INVESTORS:
	 	 	 
	 	RA Capital Healthcare Fund, L.P.
	 	 	 
	 	By: RA Capital Healthcare
Fund GP, LLC
	 	Its
General Partner
	 	 	 
	 	By:	/s/ Rajeev Shah                
	 	Name:   Rajeev Shah
	 	Title:     Manager


 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    

 





		INVESTORS:
	 	 	 
	 	RA
Capital NEXUS Fund II, L.P.
	 	 	 
	 	By: RA Capital Nexus Fund
II GP, LLC
	 	Its:
General Partner
	 	 	 
	 	By:	/s/ Rajeev Shah                             
	 	Name:  Rajeev Shah
	 	Title:    Manager


 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    

 


		INVESTORS:
	 	 	 
	 	BAIN CAPITAL LIFE SCIENCES FUND II, L.P.
	 	By: Bain Capital Life Sciences Investors II, LLC
	 	its general partner
	 	By: Bain Capital Life Sciences Investors, LLC
	 	its manager
	 	 	 
	 	By:	/s/
Andrew Hack
	 	Name: Andrew Hack
	 	Title: Managing Director






 


		INVESTORS:
	 	 	 
	 	BCIP LIFE
SCIENCES ASSOCIATES, LP
	 	By:
Boylston Coinvestors, LLC
	 	its
general partner
	 	 	 
	 	By:	/s/
Andrew Hack
	 	Name: Andrew Hack
	 	Title: Authorized
Signatory


 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    

 





		INVESTORS:
	 	 	 
	 	DEERFIELD PRIVATE DESIGN FUND
V, L.P.
	 	By: Deerfield Mgmt V, L.P.
	 	  General Partner
	 	By: J.E. Flynn Capital V, LLC
	 	  General Partner
	 	 	 
	 	By:	/s/ David J. Clark
	 	Name: David J. Clark
	 	Title: Authorized Signatory


 





	 	DEERFIELD PARTNERS, L.P.
	 	By: Deerfield Mgmt, L.P., General Partner
	 	By: J.E. Flynn Capital, LLC, General Partner
	 	 	 
	 	By:	/s/ David J. Clark
	 	Name: David J. Clark
	 	Title: Authorized Signatory


 


Signature
Page To Amended and Restated Registration Rights Agreement


 






     


     


    

 





SCHEDULE A


 


INVESTORS


 


Name, Contact Information and Address


 


Atlas Venture Fund XI, L.P.


400 Technology Square


Cambridge, MA 02139


 


Atlas Venture Opportunity Fund I, L.P.


400 Technology Square


Cambridge, MA 02139


 


F-Prime Capital Partners Healthcare Fund IV LP


1 Main Street


13th Floor


Cambridge, MA 02142


 


Four Pines Master Fund LP


650 South Exeter Street, Suite 1070


Baltimore, MD 21202


[**]


 


Takeda Ventures, Inc.


435 Tasso Street, Suite 300


Palo Alto, CA 94301


 


M Ventures B.V.


Gustav Mahlerplein 102


Toyo lto Building, 20th Floor


1082 MA Amsterdam


The Netherlands


[**]


 


Aju Life Science 3.0 Venture Fund


c/o Aju 18 Investment


201 Teheran-ro, 5th Floor


Gangham-gu, Seoul, Korea, 06141


 


Ipsen Biopharmaceuticals, Inc.


106 Allen Road, 4th Floor


Basking Ridge, NJ 07920


 






     


     


    

 


Alexandria V.I.


Alexandria Real Estate Equities, Inc.


1700 Owens St., Suite 590





San Francisco, CA 94158


 


Harvard Management Private Equity Corporation


600 Atlantic Avenue


Boston, MA 02210-2203


 


The Trustees of Columbia University in the City of New York


211 Low Library


535 West 116th Street


Mail Code 4324


New York, NY 10027


Mirae Asset-Celltrion New Growth Fund I


Mirae-Asset Center 1 Bldg


19F, East Tower, 26, Eulji-ro-5-gil


Jung-gu, Seoul, Korea (Postal Code 0439)


 


Mirae Asset Capital Co., Ltd.


Mirae-Asset Center 1 Bldg


19F, East Tower, 26, Eulji-ro-5-gil


Jung-gu, Seoul, Korea (Postal Code 0439)


 


Meritz NS Global Bio Fund


Suite 501, 22 Sejong-Daero 21-Gil


Junggu, Seoul, Republic of Korea 04519


 


MRL Ventures Fund, LLC


Merck Research Laboratories


320 Bent Street, 4th Floor


Cambridge, MA 02141


 


Rivervest Venture Fund IV, L.P.


101 Hanley Rd., Ste. 1850


St. Louis, MO 63105


 


Rock Springs Capital Master Fund LP


650 South Exeter Street, Suite 1070


Baltimore, MD 21202


[**]


 


SV7 Impact Medicine Fund LP


71 Kingsway


Holborn, London


WC2B 6ST


 






     


     


    

 


Bay City Capital GF Xinde International Life Sciences USD Fund,
L.P.





750 Battery Street, Suite 400


San Francisco, CA 94111


 


Soleus
Private Equity Fund II, L.P.

104 Field Point Road, Second Floor


Greenwich, CT 06830


 


RA Capital Healthcare Fund, L.P.


c/o RA Capital Management, L.P.

200 Berkeley Street, 18th Floor

Boston, MA 02116


 


RA Capital Nexus Fund II, L.P.


c/o RA Capital Management, L.P.

200 Berkeley Street, 18th Floor

Boston, MA 02116


 


Bain Capital Life Sciences Fund II, L.P.


BCIP Life Sciences Associates, LP


c/o Bain Capital Life Sciences, LP


200 Clarendon Street


Boston, MA 02116


[**]


 


Deerfield Private Design Fund V, L.P.


Deerfield Partners, L.P.


c/o
Deerfield Management Company, L.P.

345 Park Avenue South, 12th Floor

New York, NY 10010

[**]


 


and


 


c/o
Deerfield Management Company, L.P.

345 Park Avenue South, 12th Floor

New York, NY 10010

[**]