EX-4.1





 Exhibit 4.1 

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of March 4, 2021, by and
among Omega Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor”, and together
with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”). 

RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) possess registration rights, information rights, rights
of first offer, and other rights pursuant to an Amended and Restated Investors’ Rights Agreement, dated as of January 27, 2020, among the Company and such Investors (the “Prior Agreement”); 

WHEREAS, the Existing Investors desire to amend and restate the Prior Agreement in its entirety and to accept the rights created
pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and 
 WHEREAS, concurrently with the
execution of this Agreement, the Company and certain of the Investors are entering into a Series C Preferred Stock Purchase Agreement of even date herewith (as the same may be amended and/or restated from time to time, the “Purchase
Agreement”), pursuant to which such Investors have agreed to purchase shares of Series C Preferred Stock (as defined below). 

NOW, THEREFORE, the Company and the Existing Investors hereby agree to amend and restate the Prior Agreement in its entirety as set
forth herein, and all of the parties hereto further 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 or director of such Person or any venture capital fund or other investment
fund now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. 

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

1.3    “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of
Incorporation, as amended and/or restated from time to time. 
 1.4    “Common Stock” means shares of
the Company’s common stock, par value $0.001 per share. 












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

1.6    “Derivative Securities” means any securities or rights convertible into, or exercisable or
exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. 

1.7    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 1.8    “Excluded Registration” means (i) a registration
relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a
registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (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; or (v) a registration relating to the IPO. 

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

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

1.11    “GAAP” means generally accepted accounting principles in the United States as in effect from time
to time. 
 1.12    “Holder” means any holder of Registrable Securities who is a party to this
Agreement. 
 1.13    “Immediate Family Member” means a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, 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. 

  
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 1.14    “Initiating Holders” means, collectively,
Holders who properly initiate a registration request under this Agreement. 
 1.15    “IPO” means the
Company’s first underwritten public offering of its Common Stock under the Securities Act. 
 1.16    “Key
Employee” means any executive-level employee. 
 1.17    “Major Investor” means any Investor
that, individually or together with such Investor’s Affiliates, holds (i) at least 3,333,333 shares of Series B Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification
effected after the date hereof) and/or (ii) at least 1,666,666 shares of Series C Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). 

1.18    “New Securities” means, collectively, equity securities of the Company, whether or not currently
authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

1.19    “Person” means any individual, corporation, partnership, trust, limited liability company,
association or other entity. 
 1.20    “Preferred Director” means the director of the Company that the
holders of record of the shares of Series A Preferred Stock are entitled to elect as a separate class pursuant to the Certificate of Incorporation. 

1.21    “Preferred Stock” means the Series A Preferred Stock, the Series B Preferred Stock and the Series
C Preferred Stock. 
 1.22    “Registrable Securities” means (i) the Common Stock issuable or
issued upon conversion of the Preferred Stock; (ii) the Common Stock held by Flagship VentureLabs V LLC or any Affiliate thereof as of the date hereof; (iii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly)
upon conversion and/or exercise of any other securities of the Company, held by the Investors on the date hereof or acquired by the Investors prior to the IPO; and (iv) 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 clause (i), (ii) and (iii) above;
excluding in all cases, however, any Registrable Securities sold or otherwise disposed of by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and
excluding 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. 

  
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 1.24    “Restricted Securities” means the securities of
the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof. 

1.25    “SEC” means the Securities and Exchange Commission. 

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

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

1.28    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder. 
 1.29    “Selling Expenses” means all underwriting discounts, selling
commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as
provided in Subsection 2.6. 
 1.30    “Series A Preferred Stock” means the Company’s
Series A Preferred Stock, par value $0.001 per share. 
 1.31    “Series B Preferred Stock” means the
Company’s Series B Preferred Stock, par value $0.001 per share. 
 1.32     “Series C Preferred
Stock” means the Company’s Series C Preferred Stock, par value $0.001 per share. 
 2.    Registration
Rights. The Company covenants and agrees as follows: 
 2.1    Demand Registration. 

(a)    Form S-1 Demand. If at any time after the earlier of (i) 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 a majority of the Registrable
Securities then outstanding that the Company file a Form S-1 registration statement for which the anticipated aggregate offering price would exceed $10,000,000, then the Company shall (i) within ten
(10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days
after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be
registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is
given, and in each case, subject to the limitations of Subsection 2.1(c) and Subsection 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 

  
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(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 of at least $5,000,000, 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 Subsection 2.1(c) and Subsection 2.3. 

(c)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant
to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board 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 ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve
(12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. 

(d)    The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
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 (other than due to the Initiating Holders having learned of a material adverse change in the 

  
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condition, business or prospects of the Company from that known to the Initiating Holders at the time of their request for registration), elect not to pay the registration expenses therefor, and
forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided,
that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as
“effected” for purposes of this Subsection 2.1(d). 
 2.2    Company Registration. If the
Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities
solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the
Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other
than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6. 

2.3    Underwriting Requirements. 

(a)    If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be
selected by a majority in interest of the Initiating Holders, subject only to the reasonable approval of the Company. 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 managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of
Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating
Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number
of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities 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. 

  
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 (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 100 shares. Notwithstanding the foregoing, in no event shall
(i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable
Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters
make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership,
limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and
retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate
number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

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


  
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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, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

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

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

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

(e)    in the event of any underwritten public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the underwriter(s) of such offering; 
 (f)    use its commercially
reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities
issued by the Company are then listed; 
 (g)    provide a transfer agent and registrar for all Registrable Securities
registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; 

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

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

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

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

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

  
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 2.8    Indemnification. If any Registrable Securities are
included in a registration statement under this Section 2: 
 (a)    To the extent permitted
by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the
Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter,
controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred;
provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished
by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration. 

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

(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 

  
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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. 

(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. 

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

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

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

2.10    Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall
not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such
holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the
registration and offering all shares of Registrable Securities that they wish to so include 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 Registrable Securities acquired by any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9. 

2.11    “Market Stand-off” Agreement. Each Holder
hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on 

  
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the date of the final prospectus relating to the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days
plus such additional period up to eighteen (18) additional days 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 FINRA Rule 2241 or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, without the consent of the Holders of a majority
of the Registrable Securities), (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 for such IPO, 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 five percent (5%) of the outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding shares of 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. 

2.12    Restrictions on Transfer. 

(a)    The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred in
violation of this Agreement, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which
conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to
agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. 

(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


  
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UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT. 
 THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities
in order to implement the restrictions on transfer set forth in this Subsection 2.12. 
 (c)    The holder of
such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless
there is in effect a registration statement under the Securities Act covering the proposed transaction, 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 Subsection 2.1 or Subsection 2.2 shall terminate, and any shares held by a Holder shall cease to be Registrable Securities (and, for the avoidance of doubt, all rights to receive
any notices hereunder or to vote, 

  
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consent to, waive or otherwise exercise any rights with respect to any amendment, consent, waiver or other right hereunder shall terminate), upon the earliest to occur of: 

(a)    immediately before the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of
Incorporation; 
 (b)    such time after consummation of the IPO as (i) 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-month period without registration or (ii) if such Holder is an Affiliate of the Company immediately after the consummation
of the IPO, such Holder is no longer an Affiliate of the Company; and 
 (c)    the fifth (5th) anniversary of the IPO. 
 3.    Information Rights. 

3.1    Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the
Board has not reasonably determined that such Major Investor is (or, in the case of a Major Investor that is an individual, is employed by or serves as a consultant to) 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 beginning with the fiscal year ending December 31, 2020 (or such later time as the Board, including the Preferred Director, may determine), (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 (as defined in Subsection 3.1(c)) for
such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such
financial statements audited and certified by independent public accountants selected by the Company and approved by the Board, including the Preferred Director (provided that such audit requirement may be waived by the Board, including the
Preferred Director); 
 (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 (or such later time as the Board, including the Preferred Director, may determine), unaudited statements of income and of cash flows for such fiscal quarter, and an
unaudited balance sheet 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); and 
 (c)    as soon as
practicable, but in any event within thirty (30) days after the beginning of each fiscal year (or such later time as the Board, including the Preferred Director, may determine), a budget for such fiscal year (collectively, the
“Budget”), approved by the Board and prepared on a quarterly 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. 

  
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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 has not reasonably determined that such Major Investor is, or, in the case of a Major Investor that is an individual, is employed by or serves as a consultant to, 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    Termination of Information Rights. The covenants set forth in
Subsections 3.1 and 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting
requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

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

  
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existing or prospective 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, regulation, rule, court order or subpoena, provided that such Investor
promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 

4.    Rights to Future Stock Issuances. 

4.1    Right of First Offer. Subject to the terms and conditions of this Subsection 4.1
and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby
granted to it among itself and its Affiliates in such proportions as it deems appropriate; provided that each such Affiliate agrees to enter into this Agreement, the Second Amended and Restated Voting Agreement of even date herewith
among the Company, the Investors and the other parties named therein, as the same may be amended and/or restated from time to time, and the Second Amended and Restated Right of First Refusal and Co-Sale
Agreement of even date herewith among the Company, certain of the Investors and the other parties named therein, as the same may be amended and/or restated from time to time, as an “Investor” under each such agreement. 

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

(b)    By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor
may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock 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 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 any other Derivative Securities then outstanding). 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). 

  
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 (c)    If all New Securities referred to in the Offer Notice are not
elected to be purchased or acquired as provided in
 Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and
sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an
agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall
not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. 

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

4.2    Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or
effect (a) immediately before the consummation of the IPO, (b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (c) immediately before a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

5.    Additional Covenants. 

5.1    Insurance. The Company shall use its commercially reasonable efforts to maintain in effect, from financially
sound and reputable insurers, Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board, and will use commercially reasonable efforts to cause such insurance policy to be maintained until such time
as the Board determines that such insurance should be discontinued. The policy shall not be cancelable by the Company without prior approval by the Board, including the Preferred Director. 

5.2    Employee Agreements. The Company will cause (i) each Person now or hereafter employed by it or by any
subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each
Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, each in a form acceptable to the Board, including the Preferred Director. 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 prior approval of the Board, including the Preferred Director. 

5.3    Employee Stock. Unless otherwise approved by the Board, including the Preferred Director, 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 

  
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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 quarterly installments over the following thirty-six (36) months, and (ii) a market stand-off provision
substantially similar to that in Subsection 2.11. Without the prior approval of the Board, including the Preferred Director, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase,
stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board, including the Preferred
Director, the Company shall retain (and not waive) a “right of first refusal” on employee transfers until the IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted
stock. 
 5.4    Qualified Small Business Stock. The Company shall use commercially reasonable efforts to cause
the shares of Preferred Stock issued by the Company on or before January 27, 2020, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the
“Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board determines, in its
good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required
under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver
to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to
such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small
business stock” as defined in Section 1202(c) of the Code. 
 5.5    Matters Requiring Preferred Director
Approval. So long as the holders of Series A Preferred Stock are entitled, as a separate class, to elect the Preferred Director, the Company hereby covenants and agrees with the Investors that it shall not, without approval of the Board, which
approval must include the affirmative vote of the Preferred Director: 
 (a)    make, or permit any subsidiary to make,
any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; 

(b)    make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any
employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board, including the Preferred Director; 

(c)    guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness
except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; 

  
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 (d)    make any investment inconsistent with any investment policy
approved by the Board; 
 (e)    incur any aggregate indebtedness in excess of $100,000 that is not already included in
a budget approved by the Board, other than trade credit incurred in the ordinary course of business; 

(f)    otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or
any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement, transactions
resulting in payments to or by the Company in an aggregate amount less than $100,000 per year, or 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; 
 (g)    hire, terminate, or change the compensation of
the executive officers or any other employees that report directly to the Chief Executive Officer or the Chief Operating Officer of the Company, including approving any option grants or stock awards to such executive officers or employees; 

(h)    change the principal business of the Company, enter new lines of business, or exit the current line of business;

 (i)    sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses
granted in the ordinary course of business; 
 (j)    adopt any equity incentive plan, or increase the shares of Common
Stock reserved for issuance under the Company’s 2017 Equity Incentive Plan or adopt any other equity incentive plan; or 

(k)    enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company
or to the Company of money or assets greater than $100,000. 
 5.6    Board Matters. The Company shall reimburse
the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending
meetings of the Board. The Company shall cause to be established, as soon as practicable after request of the Board, including the Preferred Director, and will maintain, an audit and compensation committee, each of which shall consist solely of non-management directors. Each committee of the Board shall include the Preferred Director unless the Preferred Director otherwise notifies the Company in writing. 

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 as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Certificate of Incorporation, or elsewhere,
as the case may be. 

  
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 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 an “Investor Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by
one or more of the Investors and certain of their Affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such
Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Investor Director are secondary), (b) that it shall be required to
advance the full amount of expenses incurred by such Investor Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Investor Director to the extent
legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Investor Director), without regard to any rights such Investor Director may have against the
Investor Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect
thereof. The Company further agrees that no advancement or payment by the Investor Indemnitors on behalf of any such Investor Director with respect to any claim for which such Investor Director has sought indemnification from the Company shall
affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Investor Director against the Company. The Investor
Directors and the Investor Indemnitors are intended third-party beneficiaries of this Subsection 5.8 and shall have the right, power and authority to enforce the provisions of this Subsection 5.8
as though they were a party to this Agreement. 
 5.9    Right to Conduct Activities. The Company hereby agrees
and acknowledges that certain of the Investors are in the business of venture capital investing and that such Investors (together with their Affiliates) 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). 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 or other
representative of 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    FCPA. The Company agrees that it shall not (and shall not permit any of its subsidiaries or controlled
affiliates or any of its or their respective directors, officers, managers, 

  
 21 













 
employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third
party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), in each case, in violation of the FCPA, the U.K.
Bribery Act, or any other applicable anti-bribery or anticorruption law. The Company further agrees that it shall (and shall cause each of its subsidiaries and controlled affiliates to) cease all of its or their respective activities, as well as
remediate any actions taken by the Company, its subsidiaries or controlled affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery
Act, or any other applicable anti-bribery or anti-corruption law. The Company further agrees that it shall (and shall cause each of its subsidiaries and controlled affiliates to) maintain systems of internal controls (including, but not limited to,
accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information
and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with
the FCPA. The Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws. 

5.11    Termination of Covenants. The covenants set forth in this Section 5, except for
Subsection 5.7 and Subsection 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of
Section 12(g) or 15(d) of the Exchange Act, or (iii) immediately before a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

6.    Miscellaneous. 

6.1    Successors and Assigns. The rights under this Agreement may be assigned (but only with all related
obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s
Immediate Family Members; or (iii) after such transfer, holds at least 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, as a condition to the applicable transfer, establish a single attorney-in-fact for the purpose of exercising any rights,
receiving notices, or taking any action under this Agreement. The terms and conditions of 

  
 22 













 
this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

6.2    Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be
governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles that would result in the application of any law other than the law of the Commonwealth of
Massachusetts. 
 6.3    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, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

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

(a)    All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent
during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day
after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the
respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such electronic mail
address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Peter N.
Handrinos, Latham & Watkins LLP, 200 Clarendon Street, Boston, Massachusetts 02116, Facsimile No: (617) 948-6001, Electronic Mail: [XXX]@lw.com. 

(b)    Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to
the General Corporation Law of the State of Delaware (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail
address or the facsimile number set forth below such Investor’s name on Schedule A hereto, as updated from time to time by notice to the Company, or as on the books of the Company. Each Investor agrees to promptly notify the Company of
any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing. 

  
 23 













 6.6    Amendments and Waivers. Any term of this Agreement may be
amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company (with the approval
of the Board, including the Preferred Director) and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the
Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be
waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (a) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be
waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of
Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by
agreement with the Company, purchase securities in such transaction) and (b) Subsection 3.1 and Subsection 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors
(including this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or waived without the written consent of the holders of a majority of the Registrable Securities then outstanding and held by the Major
Investors. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other
parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in
accordance with Subsection 6.9. Any amendment, modification, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has
consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 

6.7    Severability. In case any one or more of the provisions contained in this Agreement is for any reason held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so
that it will be valid, legal, and enforceable to the maximum extent permitted by law. 
 6.8    Aggregation of
Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as
among themselves in any manner they deem appropriate. 
 6.9    Additional Investors. Notwithstanding anything to
the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of 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 

  
 24 













 
hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be
bound by all of the obligations as an “Investor” hereunder. 
 6.10    Entire Agreement. This Agreement
(including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or
effect. 
 6.11    Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the
jurisdiction of the state courts of the Commonwealth of Massachusetts and to the jurisdiction of the United States District Court for the District of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon
this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the Commonwealth of Massachusetts or the United States District Court for the District of
Massachusetts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that
its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
may not be enforced in or by such court. 
 WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

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

  
 25 













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

[Remainder of Page Intentionally Left Blank] 

  
 26 













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

			
	OMEGA THERAPEUTICS, INC.
		
	By:	 	 /s/ Mahesh Karande

	Name:	 	Mahesh Karande
	Title:	 	President and Chief Executive Officer


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












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

			
	INVESTORS:
	
	FLAGSHIP VENTURES FUND V, L.P.
	
	By: Flagship Ventures Fund V General Partner LLC, its General Partner
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Manager


  

			
	FLAGSHIP V VENTURELABS RX FUND, L.P.
	
	By: Flagship Ventures Fund V General Partner LLC, its General Partner
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Manager


  

			
	FLAGSHIP VENTURELABS V LLC
	
	By: Flagship VentureLabs V Manager LLC, its Manager
	By: Flagship Pioneering Inc., its sole member
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Chief Executive Officer


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












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

			
	INVESTORS:
	
	FLAGSHIP PIONEERING FUND VI, L.P.
	
	By: Flagship Pioneering Fund VI General Partner LLC, its General Partner
	
	By: Flagship Pioneering, Inc., its Manager
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Chief Executive Officer


  

			
	NUTRITIONAL HEALTH LTP FUND, L.P.
	
	By: Nutritional Health LTP Fund General Partner LLC, its General Partner
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Member


  

			
	FLAGSHIP PIONEERING SPECIAL OPPORTUNITIES FUND II, L.P.
	
	By: Flagship Pioneering Special Opportunities Fund II General Partner LLC, its General Partner
	
	By: Flagship Pioneering, Inc., its Manager
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Chief Executive Officer


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












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

			
	INVESTOR:
	
	FPN, L.P.
	
	By: FPN General Partner LLC, its general partner
	
	By: Flagship Pioneering, Inc., its manager
		
	By:	 	 /s/ Noubar B. Afeyan

	Name:	 	Noubar B. Afeyan, Ph.D.
	Title:	 	Chief Executive Officer


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












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

			
	INVESTOR:
	
	SMRS-TOPE LLC
	
	By: HVST-TOPE LLC,
	Its Managing Member
	
	By: HarbourVest Partners L.P.
	Its Manager
	
	By: HarbourVest Partners, LLC
	Its General Partner
		
	By:	 	 /s/ Matthew H. Cheng

	Name:	 	Matthew H. Cheng
	Title:	 	Principal


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	ALEXANDRIA VENTURE INVESTMENTS, LLC, a Delaware limited liability company
		
	By:	 	 Alexandria Real Estate Equities, Inc.,
 A
Maryland corporation, managing member

	


  

			
	By:	 	 /s/ Aaron Jacobsen

	Name:	 	Aaron Jacobsen
	Title:	 	SVP – Venture Counsel


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTORS:
	
	DIKIGOROS HOLDINGS LLC
		
	By:	 	 /s/ Peter N. Handrinos

	Name:	 	Peter N. Handrinos
	Title:	 	Member
	
	VP COMPANY INVESTMENTS 2018, LLC
		
	By:	 	 /s/ Peter N. Handrinos

	Name:	 	Peter N. Handrinos
	Title:	 	Member of the Management Committee


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	STATE OF WISCONSIN INVESTMENT BOARD
		
	By:	 	 /s/ Christopher P. Prestigiacomo

	Name:	 	Christopher P. Prestigiacomo
	Title:	 	Portfolio Manager


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	BLACKROCK HEALTH SCIENCES TRUST II
	
	By: BlackRock Advisors, LLC, its Investment Adviser
		
	By:	 	 /s/ Hongying Erin Xie

	Name:	 	Hongying Erin Xie
	Title:	 	Managing Director


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTORS:
	
	OCTAGON INVESTMENTS MASTER FUND LP
	
	By: Octagon Capital Advisors LP, its Investment Manager
		
	By:	 	 /s/ Ting Jia

	Name:	 	Ting Jia
	Title:	 	Managing Member
	
	OCTAGON PRIVATE OPPORTUNITIES FUND LP
	
	By: Octagon Capital Advisors LP, its Investment Manager
		
	By:	 	 /s/ Ting Jia

	Name:	 	Ting Jia
	Title:	 	Managing Member


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTORS:
	
	COWEN HEALTHCARE INVESTMENTS III LP
	
	By: Cowen Healthcare Investments III GP LLC, its general partner
		
	By:	 	 /s/ Kevin Raidy

	Name:	 	Kevin Raidy
	Title:	 	Managing Partner
	
	CHI EF III LP
	
	By: Cowen Healthcare Investments III GP LLC, its General Partner
		
	By:	 	 /s/ Kevin Raidy

	Name:	 	Kevin Raidy
	Title:	 	Managing Partner


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTORS:
	
	SPHERA GLOBAL HEALTHCARE MASTER FUND
		
	By:	 	 /s/ Doron Breen

	Name:	 	Doron Breen
	Title:	 	Director
	
	SPHERA BIOTECH MASTER FUND, LP
		
	By:	 	 /s/ Doron Breen

	Name:	 	Doron Breen
	Title:	 	Director of General Partner


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTORS:
	
	MONASHEE SOLITARIO FUND LP
	
	By: Monashee Investment Management, LLC Its Investment Advisor
		
	By:	 	 /s/ Jeff Muller

	Name:	 	Jeff Muller
	Title:	 	CCO
	
	DS LIQUID DIV RVA MON LLC
	
	By: Monashee Investment Management, LLC Its Investment Advisor
		
	By:	 	 /s/ Jeff Muller

	Name:	 	Jeff Muller
	Title:	 	CCO


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	IIP OSC XXVIII, A SERIES OF IRVING INVESTORS PRIVATES OSC, LLC
		
	By:	 	 /s/ Jeremy Abelson

	Name:	 	Jeremy Abelson
	Title:	 	Manager


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

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

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

	Name:	 	Arsani William
	Title:	 	Managing Partner


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	INVUS PUBLIC EQUITIES, L.P.
		
	By:	 	 /s/ Raymond Debbane

	Name:	 	Raymond Debbane
	Title:	 	President of its General Partner


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	LIFESCI VENTURE PARTNERS II, LP
		
	By:	 	 /s/ Paul Yook

	Name:	 	Paul Yook
	Title:	 	Managing Member
	
	LIFESCI VENTURE MASTER SPV, LLC
		
	By:	 	 /s/ Paul Yook

	Name:	 	Paul Yook
	Title:	 	Managing Member


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












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

			
	INVESTOR:
	
	POINT72 BIOTECH PRIVATE INVESTMENTS, LLC
		
	By:	 	 /s/ Vincent Tortorella

	Name:	 	Vincent Tortorella
	Title:	 	Authorized Signatory


 Signature Page – Second Amended and Restated Investors’ Rights Agreement 

 












 IN WITNESS WHEREOF, the undersigned party has executed this Second Amended and Restated
Investors’ Rights Agreement as of the date set forth below. 
  

							
		 		 	INVESTORS:
			
		 		 	MIRAE ASSET CELLTRION NEW GROWTH FUND I
			
		 		 	By: Mirae Asset Capital Co., Ltd., its Manager
			
	Date of Execution: March 17, 2021	 		 	By:        /s/ Ji Kwang
Chung                                        
                       
		 		 	Name:   Ji Kwang Chung
		 		 	Title:     Managing Director
			
		 		 	MIRAE ASSET CAPITAL CO., LTD.
			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Ji Kwang
Chung                                        
                        
		 		 	Name:   Ji Kwang Chung
		 		 	Title:     Managing Director

 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












 IN WITNESS WHEREOF, the undersigned party has executed this Second Amended and Restated
Investors’ Rights Agreement as of the date set forth below. 
  

							
		 		 	INVESTOR:
			
		 		 	MIRAE ASSET INNOVATIVE GROWTH FUND
			
		 		 	By: Mirae Asset Venture Investment Co., Ltd., its Manager
			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Eung Suk
Kim                                         
                          
		 		 	Name:  Eung Suk Kim
		 		 	Title:    Chief Executive Officer

 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












 IN WITNESS WHEREOF, the undersigned party has executed this Second Amended and Restated
Investors’ Rights Agreement as of the date set forth below. 
  

							
		 		 	INVESTOR:
			
		 		 	TERRA MAGNUM FUND I, LP
			
	Date of Execution: March 15, 2021	 		 	By:       /s/ Hongxia (Sha)
Wang                                         
                
		 		 	Name:  Hongxia (Sha) Wang
		 		 	Title:    Founding Partner

 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












 IN WITNESS WHEREOF, the undersigned party has executed this Second Amended and Restated
Investors’ Rights Agreement as of the date set forth below. 
  

							
		 		 	INVESTORS:
			
		 		 	 FIDELITY SELECT PORTFOLIOS:

BIOTECHNOLOGY PORTFOLIO

			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Chris
Maher                                        
                               
		 		 	Name:  Chris Maher
		 		 	Title:    Authorized Signatory
			
		 		 	 FIDELITY MT. VERNON STREET TRUST:

FIDELITY SERIES GROWTH COMPANY FUND

			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Chris
Maher                                        
                               
		 		 	Name:  Chris Maher
		 		 	Title:    Authorized Signatory
			
		 		 	 FIDELITY MT. VERNON STREET TRUST:

FIDELITY GROWTH COMPANY FUND

			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Chris
Maher                                        
                               
		 		 	Name:  Chris Maher
		 		 	Title:    Authorized Signatory
			
		 		 	 FIDELITY MT. VERNON STREET TRUST:

FIDELITY GROWTH COMPANY K6 FUND

			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Chris
Maher                                        
                               
		 		 	Name:  Chris Maher
		 		 	Title:    Authorized Signatory
			
		 		 	FIDELITY GROWTH COMPANY COMMINGLED POOL
			
	Date of Execution: March 17, 2021	 		 	By:       /s/ Chris
Maher                                        
                               
		 		 	Name:  Chris Maher
		 		 	Title:    Authorized Signatory

 Signature Page – Second Amended and Restated Investors’ Rights Agreement 












 SCHEDULE A 

Investors 
  

	
	 Flagship Ventures Fund V, L.P.

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com

	
	 Flagship V VentureLabs Rx Fund, L.P.

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com

	
	 Flagship VentureLabs V LLC

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com

	
	 Flagship Pioneering Fund VI, L.P.

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com

	
	 Nutritional Health LTP Fund, L.P.

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com

	
	 Flagship Pioneering Special Opportunities Fund II, L.P.

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com















	
	 SMRS-TOPE LLC

c/o HarbourVest Partners, LLC

One Financial Center, 44th Floor

Boston, MA 02111

Attention: Lenny Li

Email: [XXX]@harbourvest.com

Fax: (617) 350 0305

	
	 with copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: David J. Schwartz

Email: [XXX]@debevoise.com

Facsimile: (212) 909 6836

	
	 Alexandria Venture Investments, LLC

26 N. Euclid Ave.

Pasadena, CA 91101

Fax: (626) 578-0770

Electronic Mail: AREinvestments@are.com

	
	 Dikigoros Holdings LLC

P.O. Box 827

Dover, MA 02030

Fax: (617) 948-6061

Electronic Mail: [XXX]@lw.com

	
	 VP Company Investments 2018, LLC

c/o Latham & Watkins LLP

Attention: CFO

555 West Fifth Street, Suite 800

Los Angeles, CA 90013-1021

Fax: (213) 891-7123

Electronic Mail: investment.adminstration@lw.com

	
	 FPN, L.P.

c/o Flagship Pioneering

55 Cambridge Parkway, Suite 800E

Cambridge, MA 02142

Fax: 617-868-1115

Electronic Mail: legalnotices@flagshippioneering.com















	
	 State of Wisconsin Investment Board

121 East Wilson Street

Madison, WI 53703

Electronic Mail:

[XXX]@swib.state.wi.us

	
	 Blackrock Health Sciences Trust II

c/o BlackRock

60 State Street, 19th/20th Floor

Boston, MA 02109

Attn: Erin Xie

Email: [XXX]@blackrock.com and FEPMAssistantsUS@blackrock.com

	
	 with copy to:

c/o BlackRock, Inc.

Office of the General Counsel

40 East 52nd Street

New York, NY 10022

Attn: David Maryles and Reid Fitzgerald

Email: legaltransactions@blackrock.com

	
	 Cowen Healthcare Investments III LP

c/o CHI Advisors LLC

599 Lexington Ave., 19th Floor

New York, NY 10022

Email: CHIInvTeam@cowen.com; Legal@cowen.com

	
	 CHI EF III LP

c/o CHI Advisors LLC

599 Lexington Ave., 19th Floor

New York, NY 10022

Email: CHIInvTeam@cowen.com; Legal@cowen.com

	
	 Octagon Investments Master Fund LP

654 Madison Avenue, 16th Floor,

New York, NY 10065

Email: [XXX]@octagoninvest.com

	
	 Octagon Private Opportunities Fund LP

654 Madison Avenue, 16th Floor,

New York, NY 10065

Email: [XXX]@octagoninvest.com















	
	 Sphera Biotech Master Fund, LP

21 Ha’arbaa Street

Tel Aviv, Israel

Email: [XXX]@spherafund.com

	
	 Sphera Global Healthcare Master Fund

21 Ha’arbaa Street

Tel Aviv, Israel

Email: [XXX]@spherafund.com

	
	 Monashee Solitario Fund LP

c/o Monashee Investment Management LLC

75 Park Plaza, 2nd Floor

Boston, MA 02116

Email: [XXX]@Monasheecap.com

	
	 DS Liquid Div RVA MON LLC

c/o Monashee Investment Management LLC

75 Park Plaza, 2nd Floor

Boston, MA 02116

Email: [XXX]@Monasheecap.com

	
	 IIP OSC XXVIII, A Series of Irving Investors Privates OSC, LLC

205 Detroit Street, Suite 400

Denver, CO 80206

Email: [XXX]@irvinginvestors.com

	
	 Logos Opportunities Fund II, L.P.

c/o Logos Capital

1 Letterman Drive, Suite D3-700

San Francisco, CA 94129

Attention: Virginia Yee

Email: [XXX]@logoscaptial.com

	
	 Invus Public Equities, L.P.

c/o The Invus Group, LLC

750 Lexington Avenue

New York, NY 10022

Attention: Raymond Debbane

Email: [XXX]@invus.com; [XXX]@invus.com; [XXX]@invus.com; [XXX]@invus.com















	
	 LifeSci Venture Master SPV, LLC

c/o Paul Yook

LifeSci Venture Management, LLC

250 West 55th Street, 34th Floor

New York, NY 10019

Email: [XXX]@lifesciventure.com

	
	 LifeSci Venture Partners II, LP

c/o Paul Yook

LifeSci Venture Management, LLC

250 West 55th Street, 34th Floor

New York, NY 10019

Email: [XXX]@lifesciventure.com

	
	 Point72 Biotech Private Investments, LLC

c/o Point72, L.P.

72 Cummings Point Road

Stamford, CT 06902

Attn: David Schaffer

Email: [XXX]@Point72.com

	
	 MIRAE ASSET Innovative Growth Fund

c/o Mirae Asset Venture Investment Co. Ltd.

18F, Parnas Tower, 521, Teheran-ro, Gangnam-gu

Seoul, Republic of Korea, 06141

Email: [XXX]@miraeasset.com

	
	 MIRAE ASSET Capital Co., Ltd

c/o Mirae Asset Capital Co. Ltd., Investment Division

18F, Parnas Tower, 521, Teheran-ro, Gangnam-gu

Seoul, Republic of Korea, 06141

Email: [XXX]@miraeasset.com

	
	 MIRAE ASSET Celltrion New Growth Fund I

c/o Mirae Asset Capital Co. Ltd., Investment Division

18F, Parnas Tower, 521, Teheran-ro, Gangnam-gu

Seoul, Republic of Korea, 06141

Email: [XXX]@miraeasset.com

	
	 Terra Magnum Fund I, LP

c/o Terra Magnum Ltd.

4701 Sangamore Rd

Ste 100N - 1018

Bethesda, MD 20816-2558

Attn: Sha Wang, Founding Partner

Email: [XXX]@terramagnumcap.com















	
	 Fidelity Select Portfolios: Biotechnology Portfolio

Mag & Co.

c/o Brown Brothers Harriman & Co.

Attn: Corporate Actions /Vault

140 Broadway

New York, NY 10005

Email: BBH.Fidelity.CA.Notifications@BBH.com

	
	 Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund

Mag & Co.

c/o Brown Brothers Harriman & Co.

Attn: Corporate Actions /Vault

140 Broadway

New York, NY 10005

Email: BBH.Fidelity.CA.Notifications@BBH.com

	
	 Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund

BNY Mellon

PO Box 392002

Pittsburgh PA 15230

Email: fidelitycorporateevents@bnymellon.com

	
	 Fidelity Growth Company Commingled Pool

Mag & Co.

c/o Brown Brothers Harriman & Co.

Attn: Corporate Actions /Vault

140 Broadway

New York, NY 10005

Email: BBH.Fidelity.CA.Notifications@BBH.com

	
	 Fidelity Mt. Vernon Street Trust : Fidelity Growth Company K6 Fund

BNY Mellon

PO Box 392002

Pittsburgh PA 15230

Email: fidelitycorporateevents@bnymellon.com