EX-4.2





 Exhibit 4.2 

VIVIDION THERAPEUTICS, INC. 

THIRD AMENDED AND RESTATED 

INVESTORS’ RIGHTS AGREEMENT 

THIS THIRD AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February 18, 2021, by and among
VIVIDION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each an “Investor”
and together the “Investors”), each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” and The Scripps Research Institute, a California
nonprofit public benefit corporation (“TSRI”), solely for purposes of Section 4 of this Agreement (for the avoidance of doubt, TSRI shall not be entitled to any other benefits pursuant to this Agreement other than those
provided in Section 4 of this Agreement). 
 RECITALS 

WHEREAS, certain of the Investors (the “Prior Investors”) hold
shares of the Company’s Series A Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and/or shares of the
Company’s Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to that certain Second Amended and Restated Investors’ Rights Agreement dated as of
April 24, 2019, as amended by that certain First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated January 7, 2020, by and among the Company and the Prior Investors (the “Prior
Agreement”); 
 WHEREAS, the Prior Investors are holders of at least 60%
of the Registrable Securities (as defined in the Prior Agreement) outstanding, and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them
under the Prior Agreement; and 
 WHEREAS, certain of the Investors are parties to that
certain Series C Preferred Stock Purchase Agreement of even date herewith by and among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations
are conditioned upon the execution and delivery of this Agreement by such Investors, Prior Investors holding at least 60% of the Registrable Securities and the Company. 

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Prior Investors hereby agree that the Prior Agreement shall be amended and restated and replaced in its entirety by this Agreement, and the parties to this Agreement 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 

  
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Person or any venture capital fund or other investment fund now or hereafter existing that is controlled, managed or advised 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
“Boxer” means Boxer Capital, LLC and any Affiliates thereof. 
 1.3
“Celgene” means Celgene Corporation. 
 1.4 “Certificate of
Incorporation” means the Sixth Amended and Restated Certificate of Incorporation of the Company, as filed on February 17, 2021 with the Secretary of State of the State of Delaware and as amended, modified, supplemented or restated
from time to time. 
 1.5 “Common Stock” means shares of the Company’s Common Stock, par
value $0.001 per share. 
 1.6 “Competitor” means a Person engaged, directly or indirectly
(including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business conducted by the Company on such date, but shall not include (i) any
financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than 20% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the
Board of Directors of any Competitor, (ii) Celgene or (iii) any Investor that is a venture capital fund or other investment fund or any of such Investor’s Affiliates. 

1.7 “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. 

1.8 “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. 
 1.9
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

1.10 “Excluded Registration” means (i) a registration relating to the sale of securities
to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the
same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which 

  
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the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

1.11 “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. 

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

1.13 “GAAP” means generally accepted accounting principles in the United States. 

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

1.15 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person
referred to herein. 
 1.16 “Initiating Holders” means, collectively, Holders who properly
initiate a registration request under this Agreement. 
 1.17 “IPO” means the Company’s
first underwritten public offering of its Common Stock under the Securities Act. 
 1.18 “Key Holder
Registrable Securities” means (i) the shares of Common Stock held by the Key Holders, and (ii) 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 such shares. 
 1.19
“Logos” means Logos Opportunities Fund II, L.P. and any Affiliates thereof. 
 1.20
“Major Investor” means (i) any Investor that, individually or together with such Investor’s Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend,
combination, or other recapitalization or reclassification effected after the date hereof) and (ii) for the purposes of Section 4 only, TSRI. 

1.21 “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. 

1.22 “Nextech” means Nextech V Oncology S.C.S.,
SICAV-SIF. 
 1.23 “Person” means any individual,
corporation, partnership, trust, limited liability company, association or other entity. 

  
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 1.24 “Preferred Directors” means,
collectively the Series A Director, the Series A-2 Directors and the Series B Director. 

1.25 “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred
Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. 

1.26 “Registrable Securities” means (i) the Common Stock issuable or issued upon
conversion of Preferred Stock, (ii) any Common Stock or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof;
(iii) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for purposes of Subsections
2.1, 2.10, 3.1, 3.2, 4.1 and 6.6; 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 clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable
rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this
Agreement. 
 1.27 “Registrable Securities then outstanding” means the number of shares
determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are
Registrable Securities. 
 1.28 “Restricted Securities” means the securities of the Company
required to be notated with the legend set forth in Subsection 2.12(b) hereof. 
 1.29
“SEC” means the Securities and Exchange Commission. 
 1.30 “SEC Rule
144” means Rule 144 promulgated by the SEC under the Securities Act. 
 1.31 “SEC Rule
145” means Rule 145 promulgated by the SEC under the Securities Act. 
 1.32 “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

1.33 “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. 
 1.34 “Series A Director” means any director of the Company that the holders of
record of the Series A Preferred Stock are entitled to elect pursuant to the Certificate of Incorporation. 

  
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 1.35 “Series A-2
Directors” means any director of the Company that the holders of record of the Series A-2 Preferred Stock are entitled to elect pursuant to the Certificate of Incorporation. 

1.36 “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock,
par value $0.001 per share. 
 1.37 “Series A-2 Preferred
Stock” means shares of the Company’s Series A-2 Preferred Stock, par value $0.001 per share. 

1.38 “Series A-3 Preferred Stock” means shares of the
Company’s Series A-3 Preferred Stock, par value $0.001 per share. 

1.39 “Series B Director” means any director of the Company that the holders of record of the
Series B Preferred Stock are entitled to elect pursuant to the Certificate of Incorporation. 
 1.40
“Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.001 per share. 

1.41 “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock,
par value $0.001 per share. 
 1.42 “SoftBank” means SVF II
AIV-1 (DE) L.P. 
  

	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 with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated
aggregate offering price, net of Selling Expenses, would exceed fifteen million dollars ($15,000,000)), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand
Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in
such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c)
and 2.3. 
 (b) Form S-3 Demand. If at any time when the
Company is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty 

  
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percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding
Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least three million dollars ($3,000,000), 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 Subsections 2.1(c) and 2.3. 

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant
to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors (the “Board”) it would be materially
detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would
(i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any
time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however,
that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such one
hundred twenty (120) 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 

  
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SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement
pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d). 

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 the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided, however, that no Holder (or any of their
assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of
distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. 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


  
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Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to
Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters,
and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities requested by Holders 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 that 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 (1) the underwriters shall first reduce the Common Stock requested to be included in such offering by the Key Holders until all
such Common Stock of the Key Holders is removed or the total number of securities to be included in such offering no longer exceeds the number of securities to be sold that the underwriters in their reasonable discretion determine is compatible with
the success of the offering; (2) 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; and (3) the Common Stock of the Key Holders that are included in such offering shall be allocated among the selling Key Holders in proportion (as
nearly as practicable) to the number of Common Stock of the Key Holders owned by each selling Key Holder or in such other proportions as shall mutually be agreed to by all such selling Key Holders. To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (1) 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 (2) the number of Registrable Securities included in the
offering be reduced below twenty percent (20%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination
described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability
company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any
trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable
Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 
 (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),


  
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fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. 

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a)
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a
majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has
been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other
securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a
continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to one hundred eighty (180) days, if necessary, to keep the registration statement effective
until all such Registrable Securities are sold; 
 (b) prepare and file with the SEC such amendments and supplements
to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration
statement; 
 (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary
prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration
statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided, however, 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; 

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

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

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

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the
Company amend or supplement such registration statement or prospectus. 
 In addition, the Company shall ensure that, at all
times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s 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 or pursuant to an IPO, 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 or, in the case of an IPO, the Major Investors in an amount not to exceed $25,000 (“Selling Holder Counsel”), shall be borne
and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at
the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn
registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; 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 

  
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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 Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this
Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

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

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this
Section 2: 
 (a) To the extent permitted by law, the Company will indemnify and hold
harmless each selling Holder and the partners, members, officers, directors, and stockholders of each such Holder, legal counsel, accountants and investment advisers 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 

  
 11. 













 
contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case
of fraud or willful misconduct by such Holder. 
 (c) Promptly after receipt by an indemnified party under this
Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires,
participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all
other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the
indemnifying party within a reasonable period of time following 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 

  
 12. 













 
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. 

(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 such 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 the Company 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 shares of Preferred Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) allow such
holder or prospective 

  
 13. 













 
holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the
extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held
by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 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 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): (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or
warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the
effective date of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.10 shall only apply to the IPO, shall not apply to
the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of
the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder only if all officers and directors and
all stockholders individually owning more than one percent (1%) of outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection
with such registration are intended third-party beneficiaries of this Subsection 2.10 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 2.10 or that are necessary to give further effect thereto. In the event that the Company or the
managing underwriter waives or terminates any of the restrictions contained in this Subsection 2.11 or in a lock-up agreement with respect to the securities of any Holder, officer, director or greater
than one-percent stockholder of the Company (in any such case, the “Released Securities”), the restrictions contained in this Subsection 2.11 and in any lock-up agreements executed by the Holders shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder as the percentage of Released
Securities represent with respect to the securities held by the applicable Holder, officer, director or greater than one-percent stockholder. For the avoidance of doubt, this Subsection 2.11 shall not
apply to transactions (including, without limitation, any swap, hedge or similar agreement or arrangement) or announcements, in each case, relating to shares of Common Stock acquired in the IPO or in the open market following the IPO . 

  
 14. 













 2.12 Restrictions on Transfer. 

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the
Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure
compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Agreement. In addition, a transferee of Preferred Stock or Registrable Securities issued upon conversion thereof shall not be afforded the rights contained in
Section 2 unless (i) such transferee acquires at least five percent (5%) of the transferring Holder’s Preferred Stock or Registrable Securities issued upon conversion thereof (except in the case of a transfer to
an Affiliate of any Holder) and (ii) such transferee is not a Competitor of the Company. Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the
IPO, SEC Rule 144 to be bound by the terms of this Agreement. 
 (b) Each certificate or instrument 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 stamped or otherwise imprinted with a legend substantially in the following form: 

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

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

(c) The holder of each certificate representing Restricted Securities, by acceptance of ownership thereof, agrees to
comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering
the proposed transaction or, following the IPO, the transfer is made pursuant to SEC Rule 144, the Holder thereof shall give 

  
 15. 













 
notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer, provided that no such notice shall be required if the intended sale, pledge, or transfer complies
with SEC Rule 144. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either
(i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the
Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that
action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration
under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will
not require such a 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, other than in connection with a transaction in compliance with SEC Rule 144 following the IPO, each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate or
instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144 or pursuant to an effective registration statement, the appropriate restrictive legend set forth in
Subsection 2.12(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the
Securities Act. 
 2.13 Termination of Registration Rights. The right of any Holder to request registration or
inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of: 

(a) the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, in which
the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities, or if the Investors receive registration rights from the acquiring company or other successor to the Company
reasonably comparable to those set forth in this Section 2; 
 (b) such time after
consummation of the IPO as 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; and 

(c) the fifth 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 a Competitor of the Company: 

  
 16. 













 (a) as soon as practicable, but in any event within one hundred and
twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of
and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) 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 shall be audited and certified by independent public accountants of
nationally or regionally recognized standing selected by the Company; 
 (b) as soon as practicable, but in any event
within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of
stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and
(ii) not contain all notes thereto that may be required in accordance with GAAP); 
 (c) as soon as practicable,
but in any event within thirty (30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for
shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable
thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the
Company; 
 (d) as soon as practicable, but in any event within thirty (30) days of the end of each month, an
unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, 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); 

(e) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and
business plan for the next fiscal year (collectively, the “Budget”), approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and,
promptly after prepared, any other budgets or revised budgets prepared by the Company; and 
 (f) such other
information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Major Investors may from time to time reasonably request; provided, however, that the Company shall not be obligated under
this Subsection 3.1 to provide information that the Board determines in good faith (i) to be a trade secret or highly confidential proprietary information (unless covered by a confidentiality agreement in a form reasonably acceptable to
the Company), provided, further that, with respect to Celgene, the Company shall not be obligated to provide information relating to (A) discussions 

  
 17. 













 
with third parties regarding potential strategic collaborations or other strategic transactions, (B) internal management or Board discussions relating to the ongoing collaboration with
Celgene or its Affiliates (the “Collaboration”), or (C) scientific and technical information relating to Company activities outside the scope of the Collaboration; or (ii) the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel. 
 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 forty-five (45) 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 a Competitor of the Company), at such Major Investor’s expense, respectively, 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 or facilities that the Board in good faith (i) considers to be a trade secret or highly confidential proprietary information (unless covered by a confidentiality agreement, in form
reasonably acceptable to the Company), provided, further that, with respect to Celgene, the Company shall not be obligated to provide information relating to (A) discussions with third parties regarding potential strategic collaborations or
other strategic transactions, (B) internal management or Board discussions relating to the ongoing Collaboration, or (C) scientific and technical information relating to Company activities outside the scope of the Collaboration; or
(ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3 Observer Rights. 

(a) As long as Logos and its Affiliates beneficially own at least 20% of the shares of the Series C Preferred Stock
they are purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Logos to attend all meetings of the Board and any committees thereof in a
nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors;
provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any
meeting 

  
 18. 













 
or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of
trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. 

(b) As long as Boxer and its Affiliates beneficially own at least 20% of the shares of the Series C Preferred Stock
they are purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Boxer to attend all meetings of the Board and any committees thereof in a
nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors;
provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any
meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if
such Investor or its representative is a Competitor of the Company. 
 3.4 Potential Sale of the Company. The
Company shall provide full disclosure to the Board of any discussions relating to the potential sale of the Company, and/or the sale or licensing of any material assets, intellectual property or marketing rights of the Company, and of any adverse
developments. 
 3.5 Termination of Information and Inspection Rights. The covenants set forth in
Subsection 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements
of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first; provided that, with respect to clause (iii),
the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities or if the Investors
receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1. The covenants set forth in Subsection 3.3 shall terminate and be of no further
force or effect on the one-year anniversary of the IPO. 
 3.6
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the
Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a
result of a breach of this Subsection 3.6 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 

  
 19. 













 
monitoring its investment in the Company; (ii) to any prospective purchaser (who is not a Competitor) of any Registrable Securities from such Investor, if such prospective purchaser agrees
to be bound by the provisions of this Subsection 3.6; (iii) to any existing or prospective Affiliate, partner, member, lender, 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; (iv) to the extent required in connection with any routine or periodic examination or similar
process by any regulatory or self-regulatory body or authority not specifically directed at the Company or the confidential information obtained from the Company pursuant to the terms of the Agreement, including, without limitation, quarterly or
annual reports; or (v) as may otherwise be required by law, provided that, with respect to this clause (v), 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 in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any
other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”);
provided that, each such Affiliate or Investor Beneficial Owner: (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the Board, (y) agrees to enter into this
Agreement and each of the Third Amended and Restated Voting Agreement and Third Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the
other parties named therein, as an “Investor” under each such agreement (provided that, any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and
4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. 

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

(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor
may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all
shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor) bears to the total Common Stock of the
Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and 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 

  
 20. 













 
(each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given
such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to
subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any
other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative
Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer
Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 
 (c) If all
New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in
Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the
Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived
and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. 

(d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as
defined in the Certificate of Incorporation) and (ii) shares of Common Stock issued in the IPO. 
 4.2
Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic
reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon 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 will use commercially reasonable efforts to cause its Directors and Officers liability
insurance policy that it has obtained from a financially sound and reputable insurer to be maintained until such time as the Board determines that such insurance should be discontinued. 

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 and/or invention rights assignment agreement
in a form approved by a majority of the Preferred Directors; and (ii) each Person now or hereafter employed by it or by any of its subsidiaries to enter into a one (1) year non-solicitation agreement
in a form approved 

  
 21. 













 
by a majority of the Preferred Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or
any restricted stock agreement between the Company and any employee, without the consent of a majority of the Preferred Directors. 

5.3 Employee, Management, Director and Advisor Options and Stock. 

(a) Vesting of Employee Stock. Unless otherwise approved by the Board, including a majority of the Preferred
Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option
agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the
remaining shares vesting in equal monthly installments over the following thirty-six (36) months and (ii) a market stand-off provision substantially similar to
that in Subsection 2.10. 
 (b) Vesting of Directors and Advisors Stock. Unless otherwise approved by
the Board, including a majority of the Preferred Directors, all members of the Board and scientific advisors who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be
required to execute restricted stock or option agreements, as applicable, providing for (i) monthly vesting of shares over a forty-eight (48) month period, and (ii) a market stand-off provision
substantially similar to that in Subsection 2.10. 
 (c) Right of Repurchase. Unless otherwise approved
by the Board, including a majority of the Preferred Directors, if any options to purchase capital stock of the Company permit exercise prior to vesting then, upon termination of the optionholder’s employment or other involvement with the
Company, the related option agreements shall provide for the Company’s right to repurchase shares then unvested, at the lower of (x) the original purchase price of such shares or (y) the then current fair market value of the shares of
Common Stock (as determined by the Board). 
 5.4 Matters Requiring Board Approval. So long as the holders of
Preferred Stock are entitled to elect one or more Preferred Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, without the approval of the Board, which approval must include a majority of the Preferred
Directors then serving: 
 (a) hire, terminate, or change the compensation of the Chief Executive Officer of the
Company (the “CEO”), including approving any option grants or stock awards to the CEO; 
 (b) any
action to register Common Stock in an IPO; 
 (c) otherwise enter into or be a party to any transaction with any
director, officer or employee of the Company or any associate of any such Person, other than transactions in the ordinary course of business; 

(d) establish or invest in any subsidiary of the Company or joint venture; 

  
 22. 













 (e) create or hold capital stock in any subsidiary that is not a
wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; 

(f) incur any indebtedness other than trade credit of the Company incurred in the ordinary course of business; 

(g) guarantee, directly or indirectly, any indebtedness other than trade credit of the Company incurred in the ordinary
course of business; 
 (h) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any
dividend or make any distribution on, any shares of capital stock of the Company other than repurchase of stock from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in
connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; or 

(i) increase the number of shares of Common Stock reserved under any of the Company’s equity incentive plans. 

5.5 Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the
Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel
(including business-class flights) or other expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board. The Company will maintain a compensation committee, which shall consist solely of non-management directors. 
 5.6 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, its Certificate of Incorporation, or elsewhere, as the case may be. 
 5.7 Expenses of
Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Third Amended and Restated Voting Agreement of even date herewith among the Investors and the Company), the reasonable fees and disbursements, not to exceed
$100,000, of one counsel for the Major Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction which, if consummated would
constitute a Sale of the Company, the Company shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential information (including, without limitation, the initial and all subsequent
drafts of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions which,
individually or when aggregated with others would constitute the Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the


  
 23. 













 
Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into
a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and
deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel
to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good
faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel. 

5.8 Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors
nominated to serve on the Board by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their
Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund
Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and
shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of
Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and
releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors
on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the
extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company. 

5.9 Right to Conduct Activities. The Company hereby agrees and acknowledges that Celgene and each Investor that
is a venture capital fund or other investment fund (together with its Affiliates) invest in numerous companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be
conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Celgene or such Investors shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by Celgene or such
Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of Celgene or such Investor 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 

  
 24. 













 
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 represents that it shall not (and shall not permit any of its subsidiaries or Affiliates
or any of its or their respective directors, officers, managers, 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 anti-corruption law. The Company further represents that it shall (and shall cause each of its subsidiaries and Affiliates to) cease all of its or their respective activities, as
well as remediate any actions taken by the Company, its subsidiaries or 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 represents that it shall (and shall cause each of its subsidiaries and 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 promptly notify each Investor if the Company becomes aware of any Enforcement Action (as defined in the Purchase Agreement). 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 Tax
Reporting. The Company will comply with any obligation imposed on the Company to make any filing (including any filing on Internal Revenue Service Form 5471) as a result of any interest that the Company holds in a
non-U.S. Person or any activities that the Company conducts outside of the U.S. and shall include in such filing any information necessary to obviate (to the extent possible) any similar obligation to which
any shareholder would otherwise be subject with respect to such interest or such activity. The Company shall promptly provide each Investor with a copy of any such filing. 

5.12 CFIUS. To the extent that the Company engages in the design, fabrication, development, testing, production
or manufacture of critical technologies within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof, whether because of a new categorization of technology by the U.S. government or otherwise,
the Company shall immediately provide notice to Nextech, Boxer, SoftBank, Citadel Multi-Strategy Equities Master Fund Ltd. and VDN Holdings Limited. 

5.13 Termination of Covenants. The covenants set forth in this Section 5, except for
Subsections 5.6, 5.7, 5.8, 5.9 and 5.11, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the Company first becomes subject to the
periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

  
 25. 














	6.	 MISCELLANEOUS. 



6.1 Successors and Assigns. Subject to Subsection 2.12, 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 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other
recapitalizations) or, if less, all of the Registrable Securities held by such Holder; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address
of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of
this Agreement, including the provisions of Subsection 2.10. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided herein. 
 6.2 Governing Law. This Agreement shall be governed by the internal law of the State of
Delaware without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 

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

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. All notices and other
communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A or Schedule B hereto, or to the principal office of the Company and to the
attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the
Company, 

  
 26. 













 
a copy shall also be sent to Cooley LLP, 4401 Eastgate Mall, San Diego, California 92121, Attention: Karen Deschaine,
                    . 
 Each Investor
and Key Holder consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to
Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books
of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been
provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each Investor and Key Holder agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that
failure to do so shall not affect the foregoing. 
 6.6 Amendments and Waivers. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the
Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with 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 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, 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) Sections 3.1 and 3.2, Section 4 and
any other section of this Agreement applicable to the Major Investors (including this clause (b) of this Section 6.6) may be amended, modified, terminated or waived with only the written consent of the Company and the holders of at least a
majority of the Registrable Securities then outstanding and held by the Major Investors. Further, this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way which would adversely affect in any material respect
the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of at least a majority of the
Registrable Securities held by the Key Holders. Further, Subsection 3.3(a) may not be amended or terminated and the observance of Subsection 3.3(a) may not be waived without the prior written consent of Logos, so long as Logos holds
Registrable Securities. Further, Subsection 3.3(b) may not be amended or terminated and the observance of Subsection 3.3(b) may not be waived without the prior written consent of Boxer, so long as Boxer holds Registrable Securities.
Further, Subsection 5.12 may not be amended or terminated and the observance of Subsection 5.12 may not be waived without the prior written consent of Nextech, so long as Nextech holds Registrable Securities. Further, for any amendment
to Subsection 2.11 of this Agreement that adversely affects the rights of the Investors that are advisory or sub-advisory clients of T. Rowe Price Associates,


  
 27. 













 
Inc., and any successor or affiliated registered investment advisor to such Investors (collectively, the “T. Rowe Price Investors”) to be effective as it relates to the T.
Rowe Price Investors, the consent of the T. Rowe Price Investors holding a majority of the Registrable Securities then outstanding and held by the T. Rowe Price Investors shall be required. The Company shall give prompt notice of any amendment or
termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 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. 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 the Preferred Stock after the date hereof, 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 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) together with the other
Transaction Documents (as defined in the Purchase Agreement) 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. Any unresolved controversy or claim arising out of or
relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is
sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration
Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall


  
 28. 













 
take place in San Diego, California, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court
having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated,
(b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the
arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. 

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
Attorneys’ Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary
disbursements in addition to any other relief to which such party may be entitled. 
 6.13 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. 

  
 29. 













 6.14 Acknowledgment. The Company acknowledges that the
Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or
indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete
with those of the Company. 
 6.15 Prior Agreement. The Prior Agreement is hereby amended, restated,
superseded, and replaced in its entirety by this Agreement. 

  
 30. 













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

 

					
	 COMPANY:

	
	 VIVIDION THERAPEUTICS, INC.

		
	 By:
	 	 /s/ Jeff Hatfield

		 	 Name:
	 	 Jeff Hatfield

		 	 Title:
	 	 Chief Executive Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	 ACUTA CAPITAL FUND, LP

	
	 By: Acuta Capital Partners, LLC

	 Its: General Partner

		
	 By:
	 	 /s/ Scott R. Smith

	 Name:
	 	 Scott R. Smith

	 Title:
	 	 Chief Operating Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	 ACUTA OPPORTUNITY FUND, LP

	
	 By: Acuta Capital Partners, LLC

	 Its: General Partner

		
	 By:
	 	 /s/ Scott R. Smith

	 Name:
	 	 Scott R. Smith

	 Title:
	 	 Chief Operating Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	 ARCH VENTURE FUND IX, L.P.

		
	 By:
	 	 ARCH Venture Partners IX, L.P.

	 Its:
	 	 General Partner

		
	 By:
	 	 ARCH Venture Partners IX, LLC

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Mark McDonnell

	 Name:
	 	 Mark McDonnell

	 Title:
	 	 Managing Director




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	 AVORO LIFE SCIENCES FUND LLC

		
	 By:
	 	 /s/ Scott Epstein

	 Name:
	 	 Scott Epstein

	 Title:
	 	 Chief Financial Officer & Chief Compliance Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 IN WITNESS
WHEREOF, the parties have executed this Third 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 TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	 BIOTECHNOLOGY VALUE FUND, L.P. 

		
	 By:
	 	 BVF I GP LLC

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Mark Lampert

	 Name:
	 	 Mark Lampert

	 Title:
	 	 Chief Executive Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	 BIOTECHNOLOGY VALUE FUND II, L.P. 

		
	 By:
	 	 BVF II GP LLC

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Mark Lampert

	 Name:
	 	 Mark Lampert

	 Title:
	 	 Chief Executive Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.


		
	 By:
	 	 BVF Partners OS Ltd.

	 Its:
	 	 General Partner

		
	 By:
	 	 BVF Partners L.P.

	 Its:
	 	 Sole Member

		
	 By:
	 	 BVF Inc.

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Mark Lampert

	 Name:
	 	 Mark Lampert

	 Title:
	 	 President




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 BOXER CAPITAL, LLC

		
	 By:
	 	 /s/ Aaron Davis

	 Name:
	 	 Aaron Davis

	 Title:
	 	 Chief Executive Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 MVA INVESTORS, LLC

		
	 By:
	 	 /s/ Aaron Davis

	 Name:
	 	 Aaron Davis

	 Title:
	 	 Chief Executive Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 CASDIN PRIVATE GROWTH EQUITY
FUND, L.P.

		
	 By:
	 	 Casdin Private Growth Equity Fund GP, LLC

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Kevin O’Brien

	 Name:
	 	 Kevin O’Brien

	 Title:
	 	 General Counsel




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 CASDIN PARTNERS MASTER FUND,
L.P.

		
	 By:
	 	 Casdin Partners GP, LLC

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Kevin O’Brien

	 Name:
	 	 Kevin O’Brien

	 Title:
	 	 General Counsel




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 CITADEL MULTI-STRATEGY EQUITIES
MASTER FUND LTD.

		
	 By:
	 	 Citadel Advisors LLC

	 Its:
	 	 Portfolio manager

		
	 By:
	 	 /s/ Christopher L. Ramsay

	 Name:
	 	 Harry Greenbaum

	 Title:
	 	 Authorized signatory




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 DRIEHAUS LIFE SCIENCES MASTER
FUND, L.P.

		
	 By:
	 	 Direhaus Capital Management LLC

	 Its:
	 	 Investment Adviser

		
	 By:
	 	 /s/ Janet McWilliams

	 Name:
	 	 Janet McWilliams

	 Title:
	 	 General Counsel




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 IN WITNESS
WHEREOF, the parties have executed this Third 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 TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 LOGOS SPV 1 LP

	
	 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 TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 MDC CAPITAL PARTNERS (VENTURES) LP

	
	 By: MDC Capital Partners (Ventures) GP, LP

	 Its: General partner

	
	 By: MDC Capital Partners (Ventures) GP, LLC

	 Its: General partner

		
	 By:
	 	 /s/ Howard Caro

	 Name:
	 	 Howard Caro

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 NEXTECH GP S.A.R.L, on behalf of

	
	 NEXTECH V ONCOLOGY S.C.S.,
SICAV-SIF

		
	 By:
	 	 /s/ Dalia Bleyer

	 Name:
	 	 Dalia Bleyer

	 Title:
	 	 Authorized Signatory

		
	 By:
	 	 /s/ Thomas Lips

	 Name:
	 	 Thomas Lips

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 RA CAPITAL HEALTHCARE FUND, L.P.

	
	 By: RA Capital Healthcare Fund GP, LLC

	 Its: General Partner

		
	 By:
	 	 /s/ Rajeev Shah

	 Name:
	 	 Rajeev Shah

	 Title:
	 	 Manager




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 RA CAPITAL NEXUS FUND II, L.P.

	
	 By: RA Capital Nexus Fund GP, LLC

	 Its: General Partner

		
	 By:
	 	 /s/ Rajeev Shah

	 Name:
	 	 Rajeev Shah

	 Title:
	 	 Manager




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 SVF II AIV (DE) LLC

		
	 By:
	 	 /s/ Ian McLean

	 Name:
	 	 Ian McLean

	 Title:
	 	 Director




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 T. ROWE PRICE HEALTH SCIENCES
FUND, INC.

	 TD MUTUAL FUNDS - TD HEALTH SCIENCES
FUND

	 T. ROWE PRICE HEALTH SCIENCES
PORTFOLIO

	 Each account, severally and not jointly

	
	 By: T. Rowe Price Associates, Inc., Investment

Adviser or Subadviser, as applicable

		
	 By:
	 	 /s/ Andrew Baek

	 Name:
	 	 Andrew Baek

	 Title:
	 	 Vice President




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 VDN HOLDINGS LIMITED

		
	 By:
	 	 /s/ Colm O’Connell

	 Name:
	 	 Colm O’Connell

	 Title:
	 	 Authorized Signatory




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 VERSANT VANTAGE I, L.P.

	
	 By: Versant Vantage I GP, L.P.

	 By: Versant Vantage I GP-GP, LLC

	 Its: General Partner

		
	 By:
	 	 /s/ Thomas Woiwode

	 Name:
	 	 Thomas Woiwode

	 Title:
	 	 Managing Director




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

			
	 INVESTOR:

	
	 WOODLINE MASTER FUND LP

	
	 By: Woodline Partners L.P.

	 Its: Manager

		
	 By:
	 	 /s/ Matthew Hooker

	 Name:
	 	 Matthew Hooker

	 Title:
	 	 Chief Operating Officer




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

	
	 KEY HOLDERS:

	
	 /s/ Phil Baran

	 PHILLIP S. BARAN

	
	  

	 ALAN EZEKOWITZ

	
	  

	 JIN-QUAN YU

	
	  

	 BENJAMIN CRAVATT

	
	  

	 MATT PATRICELLI

	
	  

	 DIEGO MIRALLES

	
	  

	 JEFF HATFIELD




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

	
	 KEY HOLDERS:

	
	  

	 PHILLIP S. BARAN

	
	  

	 ALAN EZEKOWITZ

	
	 /s/ Jin-Quan Yu

	 JIN-QUAN YU

	
	  

	 BENJAMIN CRAVATT

	
	  

	 MATT PATRICELLI

	
	  

	 DIEGO MIRALLES

	
	  

	 JEFF HATFIELD




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

	
	 KEY HOLDERS:

	
	  

	 PHILLIP S. BARAN

	
	  

	 ALAN EZEKOWITZ

	
	  

	 JIN-QUAN YU

	
	 /s/ Benjamin Cravatt

	 BENJAMIN CRAVATT

	
	  

	 MATT PATRICELLI

	
	  

	 DIEGO MIRALLES

	
	  

	 JEFF HATFIELD




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

 

	
	 KEY HOLDERS:

	
	  

	 PHILLIP S. BARAN

	
	  

	 ALAN EZEKOWITZ

	
	  

	 JIN-QUAN YU

	
	  

	 BENJAMIN CRAVATT

	
	  

	 MATT PATRICELLI

	
	  

	 DIEGO MIRALLES

	
	
	 /s/ Jeff Hatfield

	 JEFF HATFIELD




  

[SIGNATURE PAGE TO THIRD AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 SCHEDULE A 

INVESTORS 












 SCHEDULE B 

KEY HOLDERS