EX-10.1






 Exhibit 10.1 

 
 CYTEK BIOSCIENCES, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
  

 
  













 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23rd day of October, 2020, by and among Cytek BioSciences, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is
referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the
Purchase Agreement) that becomes a party to this Agreement in accordance with Section 8.9 hereof. 
 RECITALS

 WHEREAS, certain of the Investors (the “Prior Investors”) are holders of Series A Preferred Stock of the
Company (the “Series A Preferred Stock”), Series B Preferred Stock of the Company (the “Series B Preferred Stock”), and Series C Preferred Stock of the Company (the “Series C Preferred Stock”) and
the Prior Investors and the Company are parties to an Amended and Restated Investors’ Rights Agreement dated September 7, 2018 (the “Prior Agreement”); 

WHEREAS, the Company and certain of the Investors are parties to the Series D Preferred Stock Purchase Agreement of even date herewith
(the “Purchase Agreement”), pursuant to which such Investors have agreed to purchase shares of the Series D Preferred Stock of the Company (the “Series D Preferred Stock”); and 

WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce certain Investors to invest funds in the
Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain
information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement; 

NOW, THEREFORE, the parties hereby agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person or any venture capital fund or other investment fund, person or accounts now
or hereafter existing that is controlled by one or more general partners, managing members or investment advisors of, or shares the same management company or investment advisors with, such Person. For purposes of this Agreement, Asia Ventures III
L.P. and F-Prime Capital Partners Healthcare Fund IV LP shall be deemed Affiliates to each other, and Blackwell Partners LLC – Series A, RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P.
shall be deemed Affiliates to each other. 
 1.2 “Common Stock” means shares of the Company’s common stock, par value
$0.001 per share. 

  
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 1.3 “Competitor” means a Person engaged, directly or indirectly (including
through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in flow cytometry and related instruments, reagents, software and services, but shall not include
(i) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to
designate any members of the board of directors of any Competitor; (ii) Northern Light Venture Capital V, Ltd.; (iii) CTKBS Holdings Limited (“CTKBS”) or its Affiliates; or (iv) OrbiMed Partners Master Fund Limited,
OrbiMed Genesis Master Fund, L.P., OrbiMed New Horizons Master Fund, L.P. (collectively, “Orbimed”) and their respective Affiliates. 

1.4 “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. 

1.5 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each
case, directly or indirectly), Common Stock, including options and warrants. 
 1.6 “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1.7 “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. 

1.8 “Form S-1” means such form under the Securities Act as in effect on the
date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 
 1.9 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial
information by reference to other documents filed by the Company with the SEC. 

  
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 1.10 “GAAP” means generally accepted accounting principles in the United
States. 
 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, 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 “Key Employee” means any executive-level employee (including, division director and vice president-level positions)
as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement). 

1.16 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds
(i) at least 3,000,000 shares of Registrable Securities after the Initial Closing (as defined in the Purchase Agreement) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after
the date hereof), or (ii) at least 1,000,000 shares of Series D Preferred Stock or an equivalent number of shares of Common Stock issued upon conversion thereof (as adjusted for any stock split, stock dividend, combination, or other
recapitalization or reclassification effected after the date hereof). 
 1.17 “New Securities” means, collectively, equity
securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable
for such equity securities. 
 1.18 “Qualified IPO” shall have the meaning ascribed to it in the Restated Certificate. 

1.19 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 1.20 “Preferred Director” shall have the meaning ascribed to it in the Restated Certificate. 

1.21 “Preferred Stock” means, collectively, shares of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock. 

  
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 1.22 “Registrable Securities” means (i) the Common Stock issuable or
issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of
the Company, acquired by the Investors after the date hereof; 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 Subsection 8.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.

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

1.24 “Restated Certificate” means the Company’s Amended and Restated Certificate of Incorporation, as amended from time-to-time. 
 1.25 “Restricted Securities”
means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof. 
 1.26
“SEC” means the Securities and Exchange Commission. 
 1.27 “SEC Rule 144” means Rule 144 promulgated by
the SEC under the Securities Act. 
 1.28 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

 1.29 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 
 1.30 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes
applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 

1.31 “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.001 per share. 

1.32 “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.001 per share. 

1.33 “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.001 per share. 


  
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 1.34 “Series D Preferred Stock” means shares of the Company’s Series D
Preferred Stock, par value $0.001 per share. 
 1.35 All currency amounts appearing in this Agreement are expressed in US dollars unless
otherwise noted. 
 2. Registration Rights. The Company covenants and agrees as follows: 

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the
date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities
then outstanding that the Company file a Form S-1 registration statement with respect to an aggregate offering price, net of Selling Expenses, of at least $10 million, then the Company shall
(x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty
(60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders
requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the
Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. 
 (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 thirty percent (30%) of
the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering
price, net of Selling Expenses, of at least $10 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as
soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering
all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case,
subject to the limitations of Subsections 2.1(c) and 2.3. 
 (c) Notwithstanding the foregoing obligations, if the Company
furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s board of directors (the
“Board of Directors”) it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would
be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material
information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer
taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Initiating
Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period. 

  
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 (d) The Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after
the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has
effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form
S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection
2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated
registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to
Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the
applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand
registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that if such withdrawal is during
a period the Company has deferred taking action pursuant to Section 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this
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 Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall,
at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3,
cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection
2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the
Company in accordance with Subsection 2.6. 

  
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 2.3 Underwriting Requirements. 

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the
Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if
the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise
would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as
practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be
included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may
round the number of shares allocated to any Holder to the nearest one hundred (100) shares. 
 (b) In connection with any offering
involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept
the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total
number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion
determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included
in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such
selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the
foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or
(ii) the number of Registrable Securities included in the offering be reduced below twenty percent (20%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be
excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any
selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners,
retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder”
shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

  
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 (c) For purposes of Subsection 2.1, a registration shall not be counted as
“effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in
such registration statement are actually included. 
 2.4 Obligations of the Company. Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred
twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period
of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of
Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be
extended for up to one hundred eighty (180) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

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

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

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

  
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 (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 underwriter(s) participating in any disposition pursuant to such
registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the
Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy
of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 
 (i) notify each
selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 In addition, the Company shall ensure that, at all times after any registration
statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act. 
 2.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

  
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 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, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall
not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be
registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities
agree to forfeit their right to one registration pursuant to Subsections 2.1 (a) or 2.1(b), as the case may be. 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 Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be
unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such
Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration. 

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

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

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

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

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

 (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent
accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the
Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after the Company so qualifies) and (ii) 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). 

  
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 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 (i) allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the
extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held
by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 8.9. 

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 its Common Stock or any other equity
securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty
(180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst
recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to
purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing
provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares owned by a Holder in the Company to its
Affiliate, provided that the Affiliate of such Holder agrees to be bound in writing by the restrictions set forth herein, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the
Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if
all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding
Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this
Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in
connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company
or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. 

  
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 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 (i) upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with
the provisions of the Securities Act, (ii) where such sale, pledge, or transfer would not otherwise violate the provisions of the Securities Act, and (iii) in the case of a sale, pledge, or transfer to a Competitor of the Company where
such Holder has received the prior approval of the Board of Directors. 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. 
 (b) Each certificate, instrument, or
book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend,
recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: 

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

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

  
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 (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, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. 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 legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144;
or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection
2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth
in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish
compliance with any provisions of the Securities Act. 
 2.13 Termination of Registration Rights. The right of any Holder to request
registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of: 

(a) the closing of a Deemed Liquidation Event, as such term is defined and applied in the Restated Certificate; 

(b) such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale
of all of such Holder’s shares without limitation during a three (3)-month period without registration and such Holder (together with its “affiliates” determined under SEC Rule 144) holds less than one percent (1%) of the outstanding
capital stock of the Company; and 
 (c) the third anniversary of the IPO. 

3. Information. 
 3.1
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company: 

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company
(i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior
year and as included in the Budget for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a capitalization table as of the end of
such year, all such financial statements audited and certified by independent public accountants selected by the Board of Directors, including a majority of the Preferred Directors; 

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

(e) with respect to the financial statements called for in Subsection 3.1(a) and Subsection 3.1(b), an instrument executed by
the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in
Subsection 3.1(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and 

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

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

Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this
Subsection 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules
applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially
reasonable efforts to cause such registration statement to become effective. 
 3.2 Inspection. The Company shall permit each Major
Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of
account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be
obligated pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in
form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3 Observer Rights. As long as each of (a) Asia Ventures III L.P. and F-Prime Capital
Partners Healthcare Fund IV LP (collectively, “Fidelity”) together with its Affiliates, (b) BC dcyto Limited (“3E-Bio”) together with its Affiliates (which shall include
Bencao 3E Bioventures Limited provided that Bencao 3E Bioventures Limited holds any shares of the Series B Preferred Stock), (c) Orbimed together with its Affiliates, and (d) LYFE Mount Hood Limited (“LYFE”) together with its
Affiliates owns not less than 1,000,000 shares of Preferred Stock or an equivalent number of shares of Common Stock issued upon conversion thereof (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other
recapitalizations), the Company shall invite a representative of Fidelity, a representative of 3E-Bio, a representative of Orbimed and a representative of LYFE to attend all meetings of its Board of Directors
in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such
directors; provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold
any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in
disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor. 

  
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 3.4 Termination of Observer and Information Rights. The covenants set forth in
Subsection 3.1, Subsection 3.2, and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic
reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined and applied in the Restated Certificate, whichever event occurs first. 

3.5 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless
such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided,
however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the
Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any Affiliate, partner, member,
stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such
information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 

4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the
Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it
deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner agrees to enter into this
Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement (each as defined under the Purchase Agreement) of even date herewith among the Company, the Investors and the other
parties named therein, as an “Investor” under each such agreement (provided that any Competitor shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof), and
(z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. 

(a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to
offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. 

  
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 (b) By notification to the Company within twenty (20) days after the Offer Notice is
given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major
Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total
Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify
each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing
after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major
Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable,
of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred
Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety
(90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection
4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a
price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not
consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this
Subsection 4.1. 
 (d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted
Securities (as defined in the Restated Certificate); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series D Preferred Stock to Additional Purchasers pursuant to the Purchase Agreement. 

(e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company
may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from
the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b)
before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. 

  
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 4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and
be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) upon the closing of a Deemed Liquidation Event, as such term is defined and applied in the Restated Certificate, whichever event occurs
first. 
 5. Additional Covenants. 

5.1 Insurance. The Company shall use its commercially reasonable efforts to maintain Directors and Officers liability insurance and
obtain term “key-person” insurance on Wenbin Jiang and Ming Yan, each in an amount and on terms and conditions satisfactory to the Board of Directors until such time as the Board of Directors
(including the approval of all of the Preferred Directors) determines that such insurance should be discontinued. The key-person policy shall name the Company as loss payee, and neither policy shall be
cancelable by the Company without prior approval by the Board of Directors (including the approval of all of the Preferred Directors). 

5.2 Employee Agreements. The Company will cause (i) each person, previously, now or hereafter employed by it or by any subsidiary
(or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form reasonably
acceptable to the Investors; and (ii) each Key Employee to enter into a nonsolicitation agreement with a term of one (1) year, or such shorter period as required by applicable law. In addition, the Company shall not amend, modify,
terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of a majority of the Preferred Directors. 

5.3 Conduct of Business. The Company and any subsidiaries shall duly comply with the respective anti-bribery laws, rules, regulations
and decrees (including the Foreign Corrupt Practices Act of 1977, as amended) (collectively, the “Anti-Bribery Laws”) as imposed by the laws of various jurisdictions where the Company and any subsidiary conduct business at all times. 

5.4 Employee Stock. Unless otherwise approved by the Board of Directors (including the approval of all Preferred Directors), all future
employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as
applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares
vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in
Subsection 2.11. In addition, unless otherwise approved by the Board of Directors (including the approval of a majority of the Preferred Directors), the Company shall (a) retain a “right of first refusal” on
employee transfers until the Company’s IPO, (b) require any employee transfers be approved by the Board of Directors (including the approval of a majority of the Preferred Directors) and (c) shall have the right to repurchase unvested
shares at cost upon termination of employment of a holder of restricted stock. 

  
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 5.5 Matters Requiring Preferred Director Approval. 

(a) So long as the holders of Preferred Stock are entitled to elect at least one (1) Preferred Director, the Company hereby covenants
and agrees with each of the Investors that it shall not, without approval of the Board of Directors, including (x) the approval of a majority of Preferred Directors and (y) with respect to Subsections 5.5(a)(v) and 5.5(a)(ix)
only, the approval of the Series D Director, so long as the holders of Series D Preferred Stock are entitled to elect the Series D Director, and provided that the approval of the Series D Director shall not be unreasonably withheld or delayed: 

(i) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other
corporation, partnership, or other entity unless it is wholly owned by the Company; 
 (ii) make, or permit any subsidiary to make, any
loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option
plan approved by the Board of Directors; 
 (iii) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or
indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; 
 (iv)
make any investment inconsistent with any investment policy approved by the Board of Directors; 
 (v) incur any aggregate indebtedness in
excess of $500,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; 

(vi) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any
“associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for (i) transactions contemplated by this Agreement or the Purchase Agreement,
(ii) transactions resulting in payments to or by the Company in an aggregate amount less than $250,000 per year or (iii) transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s
business and upon fair and reasonable terms that are approved by a majority of the Board of Directors (including the approval of a majority of the Preferred Directors); 

(vii) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to
executive officers; 
 (viii) liquidate, dissolve or wind-up the business and affairs of the
Company, or consent to any of the foregoing; or 

  
 21 














 (ix) grant, sell, assign, license, pledge, or encumber material technology or intellectual
property, other than licenses granted in the ordinary course of business; 
 (x) enter into any corporate strategic relationship involving
the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000; or 
 (xi) change the
principal business of the Company, enter new lines of business or exit the current line of business. 
 (b) In the event any matter subject
to approval pursuant to Subsection 5.5 (a) is not approved by the Board of Directors as a result of the non-approval of any Preferred Director of such matter, each stockholder of the Company hereby
undertakes and agrees, and shall cause its representative or proxy, not to vote in favor of such matter in any stockholders’ meetings. 

5.6 Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office (including the affirmative
vote of a majority of the Preferred Directors), the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out of pocket travel expenses incurred in
connection with attending meetings of the Board of Directors. The Company shall cause to be established, as soon as practicable after such request, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors and Preferred Directors. 
 5.7 Successor Indemnification. If the Company
or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so
that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in
the Company’s Bylaws, its Restated Certificate, or elsewhere, as the case may be. 
 5.8 Indemnification Matters. The Company
hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or
insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to
any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to
advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally
permitted and as required by the Restated Certificate or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that
it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no
advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a
right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company. The Fund Directors and the Fund Indemnitors are intended third party beneficiaries of
this Subsection 5.8 and shall have the right, power and authority to enforce the provisions of this Subsection 5.8. 

  
 22 














 5.9 Right to Conduct Activities. The Company hereby agrees and acknowledges that
certain of the Investors (including, but not limited to, CTKBS) (together with their Affiliates) are professional investment organizations, and as such review the business plans and related proprietary information of many enterprises, some of which
may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict such Investors from evaluating or purchasing
securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company
hereby agrees that, to the extent permitted under applicable law, such Investors (and their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by such Investors (or their Affiliates)
in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative such Investors (or their Affiliates) to assist any such competitive company, whether or not such action was taken as a
member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors
from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary
duties to the Company. 
 5.10 Real Property Holding Corporation. Promptly following (and in any event within ten (10) days
after receipt of) written request by an Investor, the Company shall provide such Investor with a written statement informing such Investor whether such Investor’s interest in the Company constitutes a United States real property interest. The
Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal
Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s obligation to
furnish such written statement shall continue notwithstanding the fact that a class of the Company’s stock may be regularly traded on an established securities market or the fact that there is no Preferred Stock then outstanding. 

5.11 Termination of Covenants. The covenants set forth in this Section 5, except for Subsection 5.9,
shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) upon the consummation of a Deemed Liquidation Event, as such term is defined and applied in the Restated Certificate,
whichever event occurs first. 

  
 23 














 6. Approval for Transfer by Key Holder. Prior to an IPO, no Key Holder shall
transfer, directly or indirectly, any Shares owned by it without the prior written approval of the Board (including the approval of a majority of the Preferred Directors). 

7. Completion of Statutory Filings. The Company shall promptly complete any and all registrations and filings required to be made with
respect to any change of its share capital in accordance with applicable laws, including but not limited to the completion of any BE-13 filings (Survey of New Foreign Direct Investment in the United States)
after each Closing (as defined under the Purchase Agreement) with the Bureau of Economic Analysis under applicable laws of the United States, and shall provide the Investors with evidence reflecting the completion of any such registration or filing
upon request. 
 8. Miscellaneous. 

8.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder
to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members;
or (iii) after such transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company
is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in
a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable
Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or
such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall 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. 

8.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law
principles that would result in the application of any law other than the law of the State of Delaware. 
 8.3 Counterparts. This
Agreement may be executed in two 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, Uniform Electronic Transactions Act or other applicable law) 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.  

  
 24 














 8.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for
convenience only and are not to be considered in construing or interpreting this Agreement. 
 8.5 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 (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A or Schedule B (as applicable) hereto, or to the principal office of the Company and to the
attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 8.5. If notice is given to the
Company, a copy shall also be sent to Cooley LLP, 3175 Hanover Street, Palo Alto, CA 94304, Attention to: Gordon Ho. 
 8.6 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 outstanding shares of Preferred Stock (voting as a single class and on an as-converted basis); provided that the Company may in its sole discretion waive compliance
with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided further
that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term
hereof may not be waived if such amendment or waiver by its terms treats an Investor adversely and in a manner materially different and disproportionate from any other similarly situated Investors without the written consent of such Investor
(provided that, in the event that the provisions of Section 4 are waived with respect to a particular transaction, if any Major Investor exercises its right under Section 4, the other Major Investors shall be entitled to participate in
such transaction on a pro rata basis, unless the provisions of Section 4 have been waived by the holders of a majority of the outstanding shares of Preferred Stock then held by the non-participating Major
Investors (on an as-converted basis)); and provided further Section 3.3 of this Agreement may not be amended or waived (i) with respect to Fidelity, without the
written consent of Fidelity so long as Fidelity is entitled to designate a board observer pursuant to Section 3.3, (ii) with respect to 3E-Bio, without the written consent of 3E-Bio so long as 3E-Bio is entitled to designate a board observer pursuant to Section 3.3, (iii) with respect to Orbimed, without the written
consent of Orbimed so long as Orbimed is entitled to designate a board observer pursuant to Section 3.3, and (iv) with respect to LYFE, without the written consent of LYFE so long as LYFE is entitled to designate a
board observer pursuant to Section 3.3. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms
of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional
Investor who becomes a party to this Agreement in accordance with Subsection 8.9. 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 Subsection 8.6 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. 

  
 25 














 8.7 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. 
 8.8
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. 
 8.9 Additional Investors. Notwithstanding anything
to the contrary contained herein, if the Company issues additional shares of the Company’s Series D Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Series D
Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by
the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 

8.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and
agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. 

8.11 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of
California and to the jurisdiction of the United States District Court for the District of Northern California 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 California or the United States District Court for the District of Northern California, 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. 

  
 26 














 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. 

The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
to which such party may be entitled. 
 8.12 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. 
 8.13
Acknowledgment. The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have
products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such
enterprise has products or services which compete with those of the Company. 
 8.14 Amendment and Restatement of Prior
Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the parties required for an amendment pursuant to
Section 8.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect,
including, without limitation, all rights of first refusal and any notice period associated therewith or otherwise applicable to the transactions contemplated by the Purchase Agreement. 

  
 27 














 [SIGNATURE PAGES FOLLOW] 

  
 28 














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

			
	CYTEK BIOSCIENCES, INC.
		
	By:	 	/s/ Wenbin Jiang
		
	Name:	 	Wenbin Jiang
		 	(print)
		
	Title:	 	Chief Executive Officer
	
	 Address:
 46107 Landing
Parkway
 Fremont, CA 94538
 Attention: Wenbin Jiang, CEO

Email: wjiang@cytekbio.com



  

	
	KEY HOLDERS:
	
	/s/ Wenbin Jiang
	Wenbin Jiang
	
	/s/ Ming Yan
	Ming Yan



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	RA CAPITAL HEALTHCARE FUND, L.P.
	
	By: RA Capital Healthcare Fund GP, LLC
	Its General Partner
		
	By:	 	/s/ Peter Kolchinsky
		
	Name:	 	Peter Kolchinsky
		
	Title:	 	Manager
	
	Address:
	
	RA Capital Healthcare Fund, L.P.
	c/o RA Capital Management, L.P. 
200 Berkeley Street 
18th Floor 
Boston, MA 02116 
Attn: General Counsel 
Email: sreed@racap.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	RA CAPITAL NEXUS FUND II, L.P.
	
	By: RA Capital Nexus Fund II GP, LLC
	Its General Partner
		
	By:	 	/s/ Peter Kolchinsky
		
	Name:	 	Peter Kolchinsky
		
	Title:	 	Manager
	
	Address:
	
	RA Capital Nexus Fund II, L.P.
	c/o RA Capital Management, L.P. 200 
Berkeley Street 
18th Floor 
Boston, MA 02116 
Attn: General Counsel 
Email: sreed@racap.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	BLACKWELL PARTNERS LLC – SERIES A
		
	By:	 	/s/ Abayomi A. Adigun
		
	Name:	 	Abayomi A. Adigun
		
	Title:	 	Investment Manager
		
		 	DUMAC, Inc., Authorized Signatory
		
	By:	 	/s/ Jannine M. Lall
		
	Name:	 	Jannine M. Lall
		
	Title:	 	Head of Finance & Controller
		
		 	DUMAC, Inc., Authorized Signatory
	
	 Address:

	
	Blackwell Partners LLC – Series A 
280 S. Mangum Street 
Suite 210 
Durham, NC 27701 
Attn: Jannine Lall



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	CTKBS HOLDINGS LIMITED
		
	By:	 	/s/ Colm O’Connell
		
	Name:	 	Colm O’Connell
		
	Title:	 	Authorized Signatory
	
	Address:
	
	 Walkers Corporate Limited

Cayman Corporate Centre 
27 Hospital Road, George Town 
Grand Cayman KY1-9008, Cayman Islands 
Attn: Michael
Yi and Jiecheng Zhang 
Email: myi@hillhousecap.com; jczhang@hillhousecap.com;
 legal@hillhousecap.com

	
	Necessarily including copies by email to the following:
	
	 Goodwin Procter LLP
 The New
York Times Building 
620 Eighth Avenue 
New York, NY 10018 
Attention to: Yash Rana; Chi Pan 
Email: yrana@goodwinlaw.com; chipan@goodwinlaw.com




  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	NORTHERN LIGHT VENTURE CAPITAL V, LTD.
		
	By:	 	/s/ Jeffrey D. Lee
		
	Name:	 	Jeffrey D. Lee
		
	Title:	 	 
	
	Address:
	
	Floor 4, Willow House, Cricket Square, Grand 
Cayman KY1-9010, Cayman Islands
	
	Necessarily including copies by email to the 
following:
	
	Suite 2210, Two Pacific Place, 88 Queensway, 
Admiralty, Hong Kong 
Attention to: Jeffrey David Lee/Canny Chan 
Email:jdl@nlvc.com; canny.chan@nlvc.com
	
	 Tel: +852 2281-6200
  

Fax: +852 2537-3299




  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	PURCHASERS:
	
	SHERPA HEALTHCARE FUND I, L.P.
		
	By:	 	/s/ Daqing Cai
		
	Name:	 	Daqing Cai
		 	(print)
		
	Title:	 	Managing Partner
		
		 	Sherpa Healthcare Partners
	
	Address:
	
	Sherpa Healthcare Fund I, L.P.
	Room A0901, 9/F, Tower A, Huibin P 
No. 8 Beichen East Road, Chaoyang District 
Beigjing, China 
Email: caidq@sherpavc.com.cn



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	PURCHASERS:
	
	ZHUHAI XIA ZHU EQUITY INVESTMENT L.P
		
	By:	 	/s/ Daqing Cai
		
	Name:	 	Daqing Cai
		 	(print)
		
	Title:	 	Managing Partner
	
	Address:
	
	Zhuhai Xia Zhu Equity Investment L.P.
	Room A0901, 9/F, Tower A, Huibin P 
No. 8 Beichen East Road, Chaoyang District 
Beigjing, China 
Email: caidq@sherpahp.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	EASY PROSPERITY LIMITED


 
			
		
	By:	 	/s/ Kui Ding
		
	Name:	 	Kui Ding
		 	(print)
		
	Title:	 	Director


 
			
	
	Address:
	
	Easy Prosperity Limited
	 Room 601, 6th Floor, Tai Tung Building 
No. 8 Fleming Road 
Wanchai, Hong Kong

 
 With a required copy to:

 
 Attn: Kui Ding 
Deputy General Manager Directorate Secretary    

Shanghai Kinetic Medical Co., Ltd. 
Building #23, 528 Ruiqing Rd, Zhangjiang High-Tech Park East, Pudong, Shanghai, China 201201 
Tel: 86-021-50720558 
Fax:
86-021-58380991 
Mobile: 18621657655 
Email:    dingkui@shkmc.com.cn




  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	CO-WIN HEALTHCARE FUND I, L.P.
		
	By:	 	/s/ Zhao Guibin
		
	Name:	 	Zhao Guibin
		 	(Print)
		
	Title:	 	Managing Director
	
	Address:
	
	Co-win Healthcare Fund I, L.P.
	89 Nexus Way, Camana Bay 
Grand Cayman KY1-9007 
Cayman Islands



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	CO-WIN HEALTHCARE FUND II, L.P.
		
	By:	 	/s/ Zhao Guibin
		
	Name:	 	Zhao Guibin
		 	(Print)
		
	Title:	 	Managing Director
	
	Address:
	
	Co-win Healthcare Fund II, L.P.
	89 Nexus Way, Camana Bay 
Grand Cayman KY1-9007 
Cayman Islands



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	NEXT GENERATION DNA INVESTMENT LTD
		
	By:	 	/s/ Zhao Guibin
		
	Name:	 	Zhao Guibin
		 	(print)
		
	Title:	 	Managing Director
	
	Address:
	
	Next Generation DNA Investment Ltd
	Suite 1051, 10/F, Wharf T&T Center, 
Harbour City, 7 Canton Road, 
Tsim Sha Tsui, Kowloon, Hong Kong



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	WUDAOKOU CAPITAL
		
	By:	 	/s/ Tiam Jin
		
	Name:	 	Tiam Jin
		 	(print)
		
	Title:	 	Director
	
	Address:
	
	Wudaokou Capital
	15th Floor, Unit 22, Leighton Centre 
77 Leighton Road 
Causeway Bay, Hong Kong



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	WYTJ LLC
		
	By:	 	/s/ Wenbin Jiang
		
	Name:	 	Wenbin Jiang
		 	(print)
		
	Title:	 	Manager
	
	Address:
	
	WYTJ LLC (Founder Fund)
	7 Grace Ct West
Great Neck, NY 11021
Phone: (925) 352-5993



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	SUZHOU 3E BIOVENTURES CAPITAL LIMITED PARTNERSHIP
		
	By:	 	/s/ Qianye Liu
		
	Name:	 	Qianye Liu
		 	(print)
		
	Title:	 	Director
	
	Address:
	
	Suzhou 3E Bioventures Capital Limited Partnership
	Suzhou Industry Park 
183 East Suhong Road, Building 14, Room 221 
Suzhou, Jiangsu Province, China



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	ASIA VENTURES III L.P.
	
	By: Asia Partners III, L.P., its General Partner
	
	By: FIL Capital Management Ltd. as General Partner


 
			
		
	By:	 	/s/ Driann Viljoen
		
	Name:	 	Driann Viljoen
		 	(print)
		
	Title:	 	Director


 
			
	
	Address:
	
	Asia Ventures III L.P.
c/o Eight Roads Capital Advisors (Hong
Kong) Limited
	Suite 2201, Level 22, Two Pacific Place, 88
Queensway, Admiralty, Hong Kong
Attn: Ms. Rebecca Lin
Telephone: +852 2629 2800
Email: Rebecca.Lin@eightroads.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	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
		 	(print)
		
	Title:	 	Vice President
	
	Address:
	
	F-Prime Capital Partners Healthcare Fund IV LP
	c/o F-Prime Capital Partners
	One Main Street, 13th Floor 
Cambridge, MA 02142 USA 
Attn: Mary Bevelock Pendergast 
Phone: (617) 231-2400 
Fax: (617) 231-2425

Email: mpendergast@fprimecapital.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	BC DCYTO LIMITED, A BVI COMPANY
		
	By:	 	/s/ Qianye Liu
		
	Name:	 	Qianye Liu
		 	(print)
		
	Title:	 	Director
	
	Address:
	
	BC dcyto Limited, a BVI company
	Suite 1203,12/F Ruttonjee Hse 
11 Duddell St Central 
Hong Kong



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	GOLDEN BLISS LLC
		
	By:	 	/s/ Yuan Zheng
		
	Name:	 	Yuan Zheng
		 	(print)
		
	Title:	 	 
	
	Address:
	
	Golden Bliss LLC
	Building 23, Bo. 528, Reuiqing Road 
Podong District, Shanghai, China



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	STAR SHAPE LIMITED
		
	By:	 	/s/ Jian Zhong
		
	Name:	 	Jian Zhong
		 	(print)
		
	Title:	 	 
	
	Address:
	
	Star Shape Limited
	Nine Queen’s Road Central, Suite 2609 
Central, Hong Kong



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	YU YUAN BIOTECHNOLOGY LIMITED
		
	By:	 	/s/ Cong Ying Stonestreet
		
	Name:	 	Cong Ying Stonestreet
		 	(print)
		
	Title:	 	 
	
	Address:
	
	Yu Yuan Biotechnology Limited
	 Room 601, 6th Floor, Tai Tung Building 
No. 8 Fleming Road 
Wanchai, Hong Kong

 
 With a required copy to:

 
 Attn: Kui Ding 
Deputy General Managaer Directorate Secretary 
Shanghai Kinetic
Medical Co., Ltd. 
Building #23, 528 Ruiqing Rd. 
Zhangjiang High Tech Part Keast 
Pudong, Shangahi, China 201201
  

Tel: 86-021-50720558 
Fax: 86-021-58380991 
Mobile: 18621657655 
Email: dingkui@shkmc.com.cn




  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	ORBIMED PARTNERS MASTER FUND LIMITED
	By: OrbiMed Capital LLC, solely in its capacity as Investment Advisor
		
	By:	 	/s/ Geoffrey Hsu
		
	Name:	 	Geoffrey Hsu
		 	(print)
		
	Title:	 	Member
	
	Address:
	
	OrbiMed Partners Master Fund Limited
	601 Lexington Avenue, 54th Floor 
New York, NY 10022



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	ORBIMED GENESIS MASTER FUND, L.P.
	By: OrbiMed Genesis GP LLC, its General Partner
	By: OrbiMed Advisors LLC, its Managing Member
		
	By:	 	/s/ Geoffrey Hsu
		
	Name:	 	Geoffrey Hsu
		 	(print)
		
	Title:	 	Member
	
	Address:
	
	OrbiMed Genesis Master Fund, L.P.
	601 Lexington Avenue, 54th Floor 
New York, NY 10022



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	ORBIMED NEW HORIZONS MASTER FUND, L.P.
	By: OrbiMed New Horizons GP LLC, its General Partner
	By: OrbiMed Advisors LLC, its Managing Member
		
	By:	 	/s/ Geoffrey Hsu
		
	Name:	 	Geoffrey Hsu
		 	(print)
		
	Title:	 	Member
	
	Address:
	
	OrbiMed New Horizons Master Fund, L.P.
	601 Lexington Avenue, 54th Floor 
New York, NY 10022



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	LYFE MOUNT HOOD LIMITED
		
	By:	 	/s/ Jin Zhao
		
	Name:	 	Jin Zhao
		 	(print)
		
	Title:	 	Managing Partner
	
	Address:
	
	LYFE Mount Hood Limited
	Sertus Chambers, Governors Square 
Suite #5-204, 23 Lime Tree Bay Avenue, 
P.O. Box 2547, Grand Cayman, 
KY1-1104, Cayman Islands

Email: jzhao@lyfecapital.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	YUANQING BENCAO INVESTMENT LTD.


 
			
		
	By:	 	/s/ Li Weijia
		
	Name:	 	Li Weijia
		 	(print)
		
	Title:	 	Director


 
			
	
	Address:
	
	Yuanqing Bencao Investment Ltd.
	Suite 701, Building C, 
Tsinghua Science Park 
Beijing, China



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














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

			
	INVESTORS:
	
	KUNLUN TECH LIMITED


 
			
		
	By:	 	/s/ Tian Jin
		
	Name:	 	Tian Jin
		 	(print)
		
	Title:	 	Director


 
			
	
	Address:
	
	Kunlun Tech Limited
	Room 1903, 19/F, Lee Garden One, 
33 Hysan Avenue, 
Causeway Bay, Hong Kong 
Email: he.zhu@kunlun-inc.com



  

SIGNATURE PAGE TO CYTEK BIOSCIENCES,
INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 














 SCHEDULE A 

INVESTORS 
  

	
	 Name and Address

	  
 Northern Light Venture Capital V, Ltd.

Floor 4, Willow House, Cricket Square, Grand
 Cayman KY1-9010, Cayman Islands
  
 Necessarily including
copies by email to the following:
  
 Suite 2210, Two Pacific Place, 88 Queensway,

Admiralty, Hong Kong
 Attention to: Jeffrey David Lee/Canny
Chan
 Email:jdl@nlvc.com; canny.chan@nlvc.com
  

	 Easy Prosperity Limited
 Room 601, 6th Floor, Tai Tung Building
 No. 8 Fleming Road

Wanchai, Hong Kong
  

With a required copy to:
  

Attn: Kui Ding
 Deputy General Manager Directorate Secretary

Shanghai Kinetic Medical Co., Ltd.
 Building #23, 528 Ruiqing Rd,
Zhangjiang High-Tech Park East, Pudong, Shanghai, China 201201
 Tel:
86-021-50720558
 Fax: 86-021-58380991
 Mobile: 18621657655

Email: dingkui@shkmc.com.cn
  

	 Asia Ventures III L.P.
 c/o Eight Roads
Capital Advisors (Hong Kong) Limited
 Suite 2201, Level 22, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong

Attn: Ms. Rebecca Lin
 Telephone: +852 2629 2800

Email: Rebecca.Lin@eightroads.com
















	
	Name and Address
	  
 F-Prime Capital Partners
Healthcare Fund IV LP
 c/o F-Prime Capital Partners

One Main Street, 13th Floor
 Cambridge, MA 02142 USA

Attn: Mary Bevelock Pendergast
 Phone: (617) 231-2400
 Fax: (617) 231-2425

Email: mpendergast@fprimecapital.com
  

	 BC dcyto Limited, a BVI company
 Suite
1203,12/F Ruttonjee Hse
 11 Duddell St Central
 Hong Kong

 

	 Co-win Healthcare Fund I, L.P.

89 Nexus Way, Camana Bay
 Grand Cayman KY1-9009
 Cayman Islands

huangx@cowinvc.com
  

	 Co-win Healthcare Fund II, L.P.

89 Nexus Way, Camana Bay
 Grand Cayman KY1-9009
 Cayman Islands

huangx@cowinvc.com
  

	 Next Generation DNA Investment Ltd
 Room
2C, 20/F, Malaysia Building
 50 Gloucester Road
 Wan Chai, Hong
Kong
  

	 Wudaokou Capital Limited
 15th Floor, Unit 22, Leighton Centre
 77 Leighton Road

Causeway Bay, Hong Kong
  

	 WYTJ LLC (Founder Fund)
 7 Grace Ct
West
 Great Neck, NY 11021
 Phone: (925) 352-5993
  

	 Golden Bliss LLC
 Building 23, Bo. 528,
Reuiqing Road
 Podong District, Shanghai, China
















	
	Name and Address
	  
 Sherpa Healthcare Fund I, L.P.

Attn: Daqing Cai, Managing Partner
 Room A0901, 9/F, Tower A,
Huibin P
 No. 8 Beichen East Road, Chaoyang District

Beigjing, China
 Email: caidq@sherpahp.com;
chenyd@sherpahp.com
  

	 Zhuhai Xia Zhu Equity Investment L.P.

Attn: Daqing Cai, Managing Partner
 Room A0901, 9/F, Tower A,
Huibin P
 No. 8 Beichen East Road, Chaoyang District

Beigjing, China
 Email: caidq@sherpahp.com;
chenyd@sherpahp.com
  

	 Yu Yuan Biotechnology Limited
 Room 601,
6th Floor, Tai Tung Building
 No. 8 Fleming Road
 Wanchai,
Hong Kong
  
 With a required copy to:

Attn: Kui Ding
 Deputy General Manager Directorate Secretary

Shanghai Kinetic Medical Co., Ltd.
 Building #23, 528 Ruiqing Rd,
Zhangjiang High-Tech Park East
 Pudong, Shanghai, China 201201

Tel: 86-021-50720558

Fax: 86-021-58380991

Mobile: 18621657655
 Email: dingkui@shkmc.com.cn
















	
	Name and Address
	  
 Bimole Scientific Limited

Offshore Chambers, P.O. Box 217
 Apia, Samoa

 
 With a required copy to:

Attn: Kui Ding
 Deputy General Manager Directorate Secretary

Shanghai Kinetic Medical Co., Ltd.
 Building #23, 528 Ruiqing Rd,
Zhangjiang High-Tech Park East
 Pudong, Shanghai, China 201201

Tel: 86-021-50720558
 Fax: 86-021-58380991

Mobile: 18621657655
 Email: dingkui@shkmc.com.cn

 
 7S Capital LLC

c/o Harvard Business Services, Inc.
 16192 Coastal Highway

Lewes DE 19958
  

	 Best Ocean LLC
 c/o Corporation Service
Company
 251 Little Falls Drive
 Wilmington, DE 19808

 

	 Sunny Sail LLC
 Building 7, No. 150,
CAilun Road
 Pudong District, Shainghai, China
  

	 Yongde (Cayman) Limited
 15F Park Center,
1088 Fangdian Rd
 Pudong, Shanghai, China
  

	 Yongchen (Cayman) Limited
 15F Park
Center, 1088 Fangdian Rd
 Pudong, Shanghai, China
  

	 Yongli (Cayman) Limited
 15F Park Center,
1088 Fangdian Rd
 Pudong, Shanghai, China
















	
	Name and Address
	  
 China Integrate Investment Limited

Vista Corporate Service Centre
 Wickhams Cay II, Road Town

Tortola, VG1110
 British Virgin Islands

Email: yangjun1007@sina.com
  

	 Blackwell Partners LLC – Series A

Blackwell Partners LLC – Series A
 280 S. Mangum Street

Suite 210
 Durham, NC 27701

Attn: Jannine Lall
  

	 RA Capital Healthcare Fund, L.P.
 c/o RA
Capital Management, L.P.
 200 Berkeley Street
 18th Floor

Boston, MA 02116
 Attn: General Counsel

Email: sreed@racap.com
  

	 RA Capital Nexus Fund II, L.P.
 c/o RA
Capital Management, L.P.
 200 Berkeley Street
 18th Floor

Boston, MA 02116
 Attn: General Counsel

Email: sreed@racap.com
















	
	Name and Address
	  
 CTKBS Holdings Limited

Walkers Corporate Limited
 Cayman Corporate Centre

27 Hospital Road, George Town
 Grand Cayman KY1-9008, Cayman Islands
 Attn: Michael Yi and Jiecheng Zhang

Email: myi@hillhousecap.com; jczhang@hillhousecap.com;

legal@hillhousecap.com
  

Necessarily including copies by email to the following:
  

Goodwin Procter LLP
 The New York Times Building

620 Eighth Avenue
 New York, NY 10018

Attention to: Yash Rana; Chi Pan
 Email: yrana@goodwinlaw.com;
chipan@goodwinlaw.com 
  

	 OrbiMed Partners Master Fund Limited

Attention: General Counsel
 601 Lexington Avenue, 54th Floor

New York, NY 10022
 Phone: (212)
739-6400
 Email: Legal@OrbiMed.com

 

	 OrbiMed Genesis Master Fund, L.P.

Attention: General Counsel
 601 Lexington Avenue, 54th Floor

New York, NY 10022
 Phone: (212)
739-6400
 Email: Legal@OrbiMed.com

 

	 OrbiMed New Horizons Master Fund, L.P.

Attention: General Counsel
 601 Lexington Avenue, 54th Floor

New York, NY 10022
 Phone: (212)
739-6400
 Email: Legal@OrbiMed.com
















	
	Name and Address
	  
 Kunlun Tech Limited

Room 1903, 19/F, Lee Garden One,
 33 Hysan Avenue,

Causeway Bay, Hong Kong
 Email:
he.zhu@kunlun-inc.com
  

	 Star Shape Limited
 Nine Queen’s
Road Central, Suite 2609
 Central, Hong Kong
 Email:
zhongjian@yeah.net
  

	 LYFE Mount Hood Limited
 Sertus Chambers,
Governors Square
 Suite #5-204, 23 Lime Tree Bay Avenue,

P.O. Box 2547, Grand Cayman,

KY1-1104, Cayman Islands

Attn: Jin Zhao
 Email: jzhao@lyfecapital.com

 

	 Yuanqing Bencao Investment Ltd.
 Suite
701, Building C,
 Tsinghua Science Park
 Beijing, Chinap

Attn: Li Weijia
 Email: weijia.li@3ebio.com















 SCHEDULE B 

KEY HOLDERS 
  

	
	 Name and Address

	  
 Wenbin Jiang

3448 Deer Ridge Drive
 Danville, CA 94506

Email: wbjiang@ieee.org
 Tel: +1 818-402-3826
  

	 Ming Yan
 2809 Elsnab Court

Pleasanton, CA 94588
 Email: myan2000@gmail.comw

Tel: +1 925-352-5993