EX-10.1





 EXHIBIT 10.1 

SECURITIES PURCHASE AGREEMENT 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2019 by and among
Savara Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). 

RECITALS 
 A. The Company
and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the 1933 Act (as defined below), and Rule 506 of Regulation D
(“Regulation D”) as promulgated by the SEC (as defined below) under the 1933 Act; 
 B. The Investors wish to purchase from
the Company, and the Company wishes to sell and issue to the Investors, upon the terms and subject to the conditions stated in this Agreement, (A) shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per
share (the “Common Stock”) and/or pre-funded warrants to purchase Common Stock in the form attached hereto as Exhibit B (the “Pre-Funded
Warrants”) and (B) warrants to purchase either Common Stock or Pre-Funded Warrants, at the election of the holder, in the form attached hereto as Exhibit C (the
“Warrants”); and 
 C. Contemporaneously with the sale of the Shares, the
Pre-Funded Warrants, and the Warrants, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights
Agreement”), pursuant to which the Company will agree to provide certain registration rights in respect of the Shares and the Warrant Shares (as defined below) under the 1933 Act and applicable state securities laws. 

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 1.    Definitions. For the purposes of this
Agreement, the following terms shall have the meanings set forth below: 
 “Affiliate” means, with respect to any Person,
any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with such Person. 

“Bain Capital Life Sciences” has the meaning set forth in Section 7.9. 

“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general
transaction of business. 
 “Closing” has the meaning set forth in Section 3.1. 

“Closing Date” has the meaning set forth in Section 3.1. 












 “Closing Securities” means the Shares, the
Pre-Funded Warrants sold at Closing, and the Warrants. 
 “Common Stock” has the
meaning set forth in the recitals to this Agreement. 
 “Common Stock Equivalents” means any securities of the Company
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock. 
 “Company Covered Person” means, with respect to the
Company as an “issuer” for purposes of Rule 506 promulgated under the 1933 Act, any Person listed in the first paragraph of Rule 506(d)(1). 

“Intellectual Property” has the meaning set forth in Section 4.14. 

“Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act)
of the Company. 
 “Control” (including the terms “controlling,” “controlled by” or “under common
control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 

“Disqualification Event” has the meaning set forth in Section 4.33. 

“EDGAR system” has the meaning set forth in Section 4.9. 

“Effective Date” has the meaning set forth in Section 7.2(b). 

“Environmental Laws” has the meaning set forth in Section 4.15. 

“Exempted Person” has the meaning set forth in Section 7.10. 

“GAAP” has the meaning set forth in Section 4.17. 

“Governmental Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any
department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal. 

“HSR Act” has the meaning set forth in Section 7.12. 

“Investor Questionnaire” has the meaning set forth in Section 5.8. 

“Losses” has the meaning set forth in Section 8.2. 

“Material Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations,
financial condition or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability 

  
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of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(i) of this Agreement, in no event shall a change in the market price of the
Common Stock alone constitute a “Material Adverse Effect”. 
 “Material Contract” means any contract, instrument
or other agreement to which the Company is a party or by which it is bound that has been filed or was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K. 
 “Nasdaq” means the Nasdaq Global Select Market. 

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint
stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. 

“Placement Agents” means Jefferies LLC and Evercore Group L.L.C. 

“Pre-Funded Warrants” has the meaning set forth in the recitals to this Agreement.
“Press Release” has the meaning set forth in Section 9.7. 
 “Principal Trading Market” means the
Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the Nasdaq Global Select Market. 

“Registration Rights Agreement” has the meaning set forth in the recitals to this Agreement. 

“Regulation D” has the meaning set forth in the recitals to this Agreement. 

“Regulatory Authorities” has the meaning set forth in Section 4.30. 

“Required Investors” has the meaning set forth in the Registration Rights Agreement. 

“SEC” means the U.S. Securities and Exchange Commission. 

“SEC Filings” has the meaning set forth in Section 4.8. 

“Securities” means the Shares, the Pre-Funded Warrants, the Warrants, and the Warrant
Shares. 
 “Shares” has the meaning set forth in the recitals to this Agreement. 

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock). 
 “Trading Day” means (i) a
day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which
the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market,
a day on 

  
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which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by OTC
Markets Group Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then Trading Day
shall mean a Business Day. 
 “Trading Market” means whichever of the New York Stock Exchange, the NYSE American, the
Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question. 

“Transfer” means (i) to sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, or
(ii) to enter into or agree to enter into any contract, option or other arrangement or understanding with respect to any sale, transfer, pledge, mortgage, hypothecation, gift, assignment or similar disposition. 

“Transfer Agent” has the meaning set forth in Section 7.2(a). 

“Transaction Documents” means this Agreement, the Pre-Funded Warrants, the Warrants
and the Registration Rights Agreement. 
 “Warrants” has the meaning set forth in the recitals to this Agreement. 

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants or
Pre-Funded Warrants. 
 “1933 Act” means the Securities Act of 1933, as amended, or
any successor statute, and the rules and regulations promulgated thereunder. 
 “1934 Act” means the Securities Exchange
Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. 

2.    Purchase and Sale of the Securities. On the Closing Date, upon the terms and subject to the conditions set
forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, (A) the number of Shares set forth opposite the name of such Investor under the heading “Number of Shares” on Exhibit A
attached hereto, (B) a Pre-Funded Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading “Number of Warrant Shares Underlying Pre-Funded Warrant” on Exhibit A attached hereto, if any, and (C) a Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading “Number of
Warrant Shares Underlying Warrant” on Exhibit A attached hereto. The Shares and Pre-Funded Warrants will be sold in fixed combinations with the Warrants, with each Investor receiving a Warrant to
purchase 2.122 shares of Common Stock per each Share or Warrant Share underlying a Pre-Funded Warrant purchased by such Investor. The purchase price per Share and accompanying Warrant shall be $1.745. The
purchase price per Pre-Funded Warrant and accompanying Warrant shall be $1.744. The Pre-Funded Warrants shall have an exercise price equal to $0.001 per Warrant Share.
The Warrants shall have an exercise price equal to $1.48 per Warrant Share. 

  
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 3.    Closing. 

3.1    Upon the satisfaction of the conditions set forth in Section 6, the completion of the
purchase and sale of the Closing Securities (the “Closing”) shall occur remotely via exchange of documents and signatures on December 24, 2019 (the “Closing Date”). 

3.2    On the Closing Date, each Investor shall deliver or cause to be delivered to the Company, via wire transfer of
immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Closing Date, an amount equal to the purchase price to be paid by the Investor for the Closing Securities to be acquired by it
as set forth opposite the name of such Investor under the heading “Aggregate Purchase Price of Securities” on Exhibit A attached hereto. 

3.3    At the Closing, the Company shall deliver or cause to be delivered to each Investor (A) a number of Shares,
registered in the name of the Investor (or its nominee in accordance with its delivery instructions), equal to the number of Shares set forth opposite the name of such Investor under the heading “Number of Shares” on Exhibit A
attached hereto, (B) a Pre-Funded Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase up to the number of Warrant Shares set forth
opposite the name of such Investor under the heading “Number of Warrant Shares Underlying Pre-Funded Warrant” on Exhibit A attached hereto, if any and (C) a Warrant, registered in the
name of the Investor (or its nominee in accordance with its delivery instructions), to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading “Number of Warrant Shares Underlying Warrant”. The
Shares shall be delivered via a book-entry record through the Company’s transfer agent. Unless the Company and an Investor otherwise mutually agree with respect to such Investor’s Shares, at Closing settlement shall occur on a
“delivery versus payment” basis. 
 4.    Representations and Warranties of the Company. The Company
hereby represents and warrants to the Investors that, except (a) as described in the Company’s SEC Filings (as defined below) and (b) as set forth on the disclosure schedule delivered herewith (which is arranged in numbered and
lettered sections corresponding to the numbered and lettered sections contained in this Section 4) (the “Disclosure Schedule”), each of which qualify these representations and warranties in their entirety: 

4.1    Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties. The Company is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had
and would not reasonably be expected to have a Material Adverse Effect. The Company’s subsidiaries are set forth on Exhibit 21.1 to its most recent Annual Report on Form 10-K, and the Company owns 100% of
the outstanding equity of all such subsidiaries. The Company’s subsidiaries are duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation and have all requisite power and authority to carry on
their business as now conducted and to own or lease their properties. The Company’s subsidiaries are duly qualified to do business as foreign corporations and are in good standing in each jurisdiction in which the conduct of their business or
their ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have a Material Adverse Effect. 

  
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 4.2    Authorization. The Company has the requisite corporate
power and authority and has taken all requisite corporate action necessary for, and no further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution and delivery of the
Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities. The Transaction
Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability, relating to or affecting creditors’ rights generally and to general equitable principles. 

4.3    Capitalization. The Company is authorized under its Certificate of Incorporation to issue 200,000,000 shares
of Common Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Filing containing such disclosure was accurate in all material respects as of the date indicated in such SEC Filing. All of the issued
and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable; none of such shares were issued in violation of any preemptive rights; and such shares were issued in
compliance in all material respects with applicable state and federal securities law and any rights of third parties. No Person is entitled to preemptive or similar statutory or contractual rights with respect to the issuance by the Company of any
securities of the Company, including, without limitation, the Securities. Except for stock options and restricted stock units approved pursuant to Company stock-based compensation plans described in the SEC Filings and warrants described in the SEC
Filings, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, except as
contemplated by this Agreement. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements among the Company and any of the securityholders of
the Company relating to the securities of the Company held by them. Except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on
a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. 

The issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any
other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. 

The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any
Person the right to purchase any equity interest in the Company upon the occurrence of certain events. 

4.4    Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to
this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction


  
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Documents or imposed by applicable securities laws. The Warrant Shares have been duly and validly authorized and reserved for issuance and, upon exercise of the
Pre-Funded Warrants or Warrants, as applicable, in accordance with their respective terms, including the payment of any exercise price therefor, will be validly issued, fully paid and nonassessable and will be
free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. Assuming the accuracy of the
representations and warranties of each Investor in Section 5 hereof, the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. 

4.5    Consents. Subject to the accuracy of the representations and warranties of each Investor set forth in
Section 5 hereof, the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental
body, agency, or official other than (a) filings that have been made pursuant to applicable state securities laws, (b) post-sale filings pursuant to applicable state and federal securities laws, (c) filings pursuant to the rules and
regulations of Nasdaq and (d) filing of the registration statement required to be filed by the Registration Rights Agreement, each of which the Company has filed or undertakes to file within the applicable time. Subject to the accuracy of the
representations and warranties of each Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities and (ii) the other transactions contemplated by the
Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of
its assets and properties is subject that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership,
disposition or voting of the Shares or the Warrant Shares by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents. 

4.6    Use of Proceeds. The net proceeds of the sale of the Securities hereunder shall be used by the Company for
working capital and general corporate purposes, including the funding of a new clinical trial of Mologradex for the treatment of autoimmune pulmonary alveolar proteinosis. 

4.7    No Material Adverse Change. Since September 30, 2019, except as identified and described in the SEC
Filings filed at least one Trading Day prior to the date hereof, there has not been: 
 (i)    any change in the
consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2019, except for changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; 

(ii)    any declaration or payment by the Company of any dividend, or any authorization or payment by the Company of any
distribution, on any of the capital stock of the Company, or any redemption or repurchase by the Company of any securities of the Company; 

  
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 (iii)    any material damage, destruction or loss, whether or not
covered by insurance, to any assets or properties of the Company; 
 (iv)    any waiver, not in the ordinary course of
business, by the Company of a material right or of a material debt owed to it; 
 (v)    any satisfaction or discharge
of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such
business is presently conducted); 
 (vi)    any change or amendment to the Company’s Certificate of Incorporation
or Bylaws, or material change to any material contract or arrangement by which the Company is bound or to which any of its assets or properties is subject; 

(vii)    any material labor difficulties or, to the Company’s Knowledge, labor union organizing activities with
respect to employees of the Company; 
 (viii)    any material transaction entered into by the Company other than in
the ordinary course of business; 
 (ix)    the loss of the services of any key employee, or material change in the
composition or duties of the senior management of the Company; or 
 (x)    any other event or condition of any
character that has had or would reasonably be expected to have a Material Adverse Effect. 
 4.8    SEC Filings.
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the 1933 Act and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year period
preceding the date hereof (collectively, the “SEC Filings”). At the time of filing thereof, the SEC Filings complied in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and
regulations of the SEC thereunder. 
 4.9    No Conflict, Breach, Violation or Default. The execution, delivery
and performance of the Transaction Documents by the Company and the issuance and sale of the Securities in accordance with the provisions thereof will not, except (solely in the case of clauses (i)(b) and (ii)) for such violations, conflicts or
defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) conflict with or result in a breach or violation of (a) any of the terms and provisions of, or constitute a default
under, the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in effect on the date hereof (true and complete copies of which have been made available to the Investors through the Electronic Data Gathering, Analysis,
and Retrieval system (the “EDGAR system”)), or (b) assuming the accuracy of the representations and warranties in Section 5, any applicable statute, rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or its subsidiaries, or any of their assets or properties, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the properties or assets of the Company or its subsidiaries or give to others any 

  
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rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract. This Section does not relate to matters with respect to
tax status, which are the subject of Section 4.10, employee relations and labor matters, which are the subject of Section 4.13, or environmental laws, which are the subject of Section 4.15. 

4.10    Tax Matters. The Company and its subsidiaries have timely prepared and filed all material tax returns
required to have been filed by them with all appropriate governmental agencies and timely paid all material taxes shown thereon or otherwise owed by them. There are no material unpaid assessments against the Company nor, to the Company’s
Knowledge, any audits by any federal, state or local taxing authority. All material taxes that the Company is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third
party when due. There are no tax liens pending or, to the Company’s Knowledge, threatened against the Company or any of its assets or property. With the exception of agreements or other arrangements that are not primarily related to taxes
entered into in the ordinary course of business, there are no outstanding tax sharing agreements or other such arrangements between the Company and any other corporation or entity (other than a subsidiary of the Company). 

4.11    Title to Properties. The Company and its subsidiaries have good and marketable title to all real properties
and all other material properties and assets owned by them, in each case free from liens, encumbrances and defects, except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and the Company
and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions, except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

4.12    Certificates, Authorities and Permits. The Company possesses adequate certificates, authorities or permits
issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where failure to so possess would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect. The Company has not received any written notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that would reasonably be expected to have a Material Adverse Effect, individually or in
the aggregate, on the Company. 
 4.13    Labor Matters. 

(a)    The Company is not party to or bound by any collective bargaining agreements or other agreements with labor
organizations. To the Company’s Knowledge, the Company has not violated in any material respect any laws, regulations, orders or contract terms affecting the collective bargaining rights of employees or labor organizations, or any laws,
regulations or orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours. 

(b)    No material labor dispute with the employees of the Company, or with the employees of any principal supplier,
manufacturer, customer or contractor of the Company, exists or, to the Company’s Knowledge, is threatened or imminent. 

4.14    Intellectual Property. The Company and its subsidiaries own, possess, license or have other rights to use,
all patents, patent applications, trade and service marks, trade 

  
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and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property
(collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business in all material respects as now conducted or as proposed in the SEC Filings to be conducted; and (a) there are no rights of
third parties to any such Intellectual Property, including no liens, security interests or other encumbrances; (b) to the Company’s Knowledge, there is no material infringement by third parties of any such Intellectual Property;
(c) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property; (d) such Intellectual Property that is
described in the SEC Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (e) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by
others challenging the validity or scope of any such Intellectual Property that is owned or licensed by the Company, including interferences, oppositions, reexaminations or government proceedings; (f) there is no pending or, to the
Company’s Knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates, or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; and (g) to
the Company’s Knowledge, each key employee of the Company and each Company employee involved with the development of Intellectual Property has entered into an invention assignment agreement with the Company. 

4.15    Environmental Matters. The Company is not in violation of any statute, rule, regulation, decision or order
of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic
substances (collectively, “Environmental Laws”), has not released any hazardous substances regulated by Environmental Law onto any real property that it owns or operates and has not received any written notice or claim it is liable
for any off-site disposal or contamination pursuant to any Environmental Laws, which violation, release, notice, claim, or liability would reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, and to the Company’s Knowledge, there is no pending or threatened investigation that would reasonably be expected to lead to such a claim. 

4.16    Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, suits or
proceedings pending or, to the Company’s Knowledge, threatened to which the Company or its subsidiaries are a party or to which any property of the Company or its subsidiaries are the subject that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect. 
 4.17    Financial Statements. The financial
statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a
subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, subject in the case of
unaudited financial statements to normal, immaterial year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes required by
GAAP, and, in the case of quarterly financial statements, 

  
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except as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included in the SEC Filings filed
prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial
statements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. 

4.18    Insurance Coverage. The Company maintains in full force and effect insurance coverage that is customary for
comparably situated companies for the business being conducted and properties owned or leased by the Company, and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which it is
customary for comparably situated companies to insure. 
 4.19    Compliance with Nasdaq Continued Listing
Requirements. The Company is in compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the
Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s Knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq. 

4.20    Brokers and Finders. Other than the Placement Agents, no Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on
behalf of the Company. No Investor shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 4.20 that may be due in
connection with the transactions contemplated by this Agreement or the Transaction Documents. 
 4.21    No Directed
Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any
of the Securities. 
 4.22    No Integrated Offering. Neither the Company nor its subsidiaries nor any Person
acting on their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2)
and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the 1933 Act, nor will the Company take any action or steps that would adversely affect reliance by
the Company on Section 4(a)(2) and Regulation D for the exemption from registration for the transactions contemplated hereby or require registration of the Securities under the 1933 Act. 

4.23    Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth
in Section 5, the offer and sale of the Closing Securities to the Investors and the exercise of the Pre-Funded Warrants and Warrants as contemplated hereby is exempt from the registration requirements of
the 1933 Act. The issuance and sale of the Closing Securities and the exercise of the Pre-Funded Warrants and Warrants does not contravene the rules and regulations of Nasdaq. 

  
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 4.24    Questionable Payments. Neither the Company nor its
subsidiaries nor, to the Company’s Knowledge, any of their current or former directors, officers, employees, agents or other Persons acting on behalf of the Company or its subsidiaries, has on behalf of the Company or its subsidiaries in
connection with their business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental
officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets which is in violation of law; (d) made any false or fictitious entries on the books and records
of the Company; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature. 

4.25    Transactions with Affiliates. None of the executive officers or directors of the Company and, to the
Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options, restricted stock units, warrants and/or restricted stock, and for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. 

4.26    Internal Controls. The Company has established and maintains disclosure controls and procedures (as defined
in Rules 13a-15 and 15d-15 under the 1934 Act), which (a) are designed to ensure that material information relating to the Company, including its subsidiaries, is
made known to the Company’s principal executive officer and its principal financial officer by others within those entities; (b) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most
recent fiscal quarter; and (c) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no material weaknesses in the
Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or would reasonably be expected to materially affect,
the Company’s internal control over financial reporting. The Company is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or would
reasonably be expected to materially affect, the Company’s internal control over financial reporting. 

4.27    Disclosures. Neither the Company nor any Person acting on its behalf has provided the Investors or their
agents or counsel with any information that constitutes or would reasonably be expected to constitute material nonpublic information concerning the Company or its subsidiaries, other than with respect to the transactions contemplated hereby, which
will be disclosed in the Press Release (as defined below). The SEC Filings do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. The Company understands and confirms that the Investors will rely on the foregoing representations in effecting transactions in securities of the Company. 

  
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 4.28    Required Filings. Except for the transactions
contemplated by this Agreement, including the acquisition of the Securities contemplated hereby, no event or circumstance has occurred or information exists with respect to the Company or its business, properties, operations or financial condition,
which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the SEC Filings are being incorporated by reference
into an effective registration statement filed by the Company under the 1933 Act). 
 4.29    Investment Company.
The Company is not required to be registered as, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

4.30    Tests and Preclinical and Clinical Trials. (i) The preclinical studies and clinical trials conducted
by or, to the Company’s Knowledge, on behalf of or sponsored by the Company or its subsidiaries, or in which the Company or its subsidiaries have participated, that are described in the SEC Filings, or the results of which are referred to in
the SEC Filings, as applicable, were, and if still pending are, being conducted in all material respects in accordance with standard medical and scientific research standards and procedures for products or product candidates comparable to those
being developed by the Company and all applicable statutes and all applicable rules and regulations of the U.S. Food and Drug Administration and comparable regulatory agencies outside of the United States to which they are subject, including the
European Medicines Agency (collectively, the “Regulatory Authorities”) and Good Clinical Practice and Good Laboratory Practice requirements; (ii) the descriptions in the SEC Filings of the results of such studies and trials are
accurate and complete descriptions in all material respects and fairly present the data derived therefrom; (iii) to the Company’s Knowledge, there are no other studies or trials not described in the SEC Filings, the results of which the
Company believes are inconsistent with or reasonably call into question the results described or referred to in the SEC Filings; (iv) the Company and its subsidiaries have operated at all times and are currently in compliance with all
applicable statutes, rules and regulations of the Regulatory Authorities, except where such non-compliance would not, individually or in the aggregate, have a Material Adverse Effect; and (v) neither the
Company nor any of its subsidiaries have received any written notices, correspondence or other communications from the Regulatory Authorities or any other governmental agency requiring or threatening the termination, material modification or
suspension of any preclinical studies or clinical trials that are described in the SEC Filings or the results of which are referred to in the SEC Filings, other than ordinary course communications with respect to modifications in connection with the
design and implementation of such studies or trials. 
 4.31    Manipulation of Price. The Company has not taken,
and, to the Company’s Knowledge, no Person acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities. 
 4.32    Anti-Bribery and Anti-Money Laundering Laws. Each of the Company,
its subsidiaries and any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in compliance with and its participation in the offering will not violate: (A) anti-bribery laws,
including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public


  
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Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law,
rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including, but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money
laundering, including, without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the
Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive,
or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder. 

4.33    No Bad Actors. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the
1933 Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s Knowledge, any Company Covered Person, except (i) for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is
applicable and (ii) no such representation is made with respect to the Placement Agents, or any of their respective general partners, managing members, directors, executive officers or other officers. 

4.34    No Additional Agreements. The Company has no other agreements or understandings (including, without
limitation, side letters) with any Investor to purchase Securities on terms more favorable to such Investor than as set forth herein. 

4.35    Shell Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1). 

5.    Representations and Warranties of the Investors. Each of the Investors hereby severally, and not jointly,
represents and warrants to the Company that: 
 5.1    Organization and Existence. Such Investor is a duly
incorporated or organized and validly existing corporation, limited partnership, limited liability company or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate
the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its
incorporation or organization. 
 5.2    Authorization. The execution, delivery and performance by such Investor
of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally, and general
principles of equity. 
 5.3    Purchase Entirely for Own Account. The Securities to be received by such Investor
hereunder will be acquired for such Investor’s own account, not as nominee or agent, for the purpose of investment and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no
present intention of selling, 

  
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granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose
of all or any part of such Securities in compliance with applicable federal and state securities laws. The Securities are being purchased by such Investor in the ordinary course of its business. Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

 5.4    Investment Experience. Such Investor acknowledges that it can bear the economic risk and complete loss
of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. 

5.5    Disclosure of Information. Such Investor has had an opportunity to receive, review and understand all
information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities, and has conducted and completed its
own independent due diligence. Such Investor acknowledges that copies of the SEC Filings are available on the EDGAR system. Based on the information such Investor has deemed appropriate, and without reliance upon the Placement Agents, it has
independently made its own analysis and decision to enter into the Transaction Documents. Such Investor is relying exclusively on its own investment analysis and due diligence (including professional advice it deems appropriate) with respect to the
execution, delivery and performance of the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business,
legal, regulatory, accounting, credit and tax matters. Such Investor has not relied on any information or advice furnished by or on behalf of the Placement Agents in connection with the transactions contemplated hereby. Neither such inquiries nor
any other due diligence investigation conducted by such Investor shall modify, limit or otherwise affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. 

5.6    Restricted Securities. Such Investor understands that the Securities are characterized as “restricted
securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without
registration under the 1933 Act only in certain limited circumstances. 
 5.7    Legends. It is understood that,
except as provided below, certificates evidencing the Securities may bear the following or any similar legend: 

(a)     “These securities represented hereby [and the securities issuable upon exercise of these securities] have not
been registered with the Securities and Exchange Commission or the securities commission of any state but have been [or will be] issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly,
may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, (iii) the Company has received an opinion of counsel
reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended, or (iv) the securities are transferred without consideration to an affiliate of such holder or a custodial
nominee (which for the avoidance of doubt shall require neither consent nor the delivery of an opinion).” 

  
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 (b)    If required by the authorities of any state in connection with
the issuance of sale of the Securities, the legend required by such state authority. 
 5.8    Accredited
Investor. Such Investor is (a) an “accredited investor” within the meaning of Rule 501(a) of Regulation D. Such Investor has executed and delivered to the Company a questionnaire in substantially the form attached hereto as
Exhibit E (the “Investor Questionnaire”), which such Investor represents and warrants is true, correct and complete. Such investor is a sophisticated institutional investor with sufficient knowledge and experience in
investing in private equity transactions to properly evaluate the risks and merits of its purchase of the Securities. Such Investor has determined based on its own independent review and such professional advice as it deems appropriate that its
purchase of the Securities and participation in the transactions contemplated by the Transaction Documents (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all
investment policies, guidelines and other restrictions applicable to such Investor, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under such Investor’s
charter, bylaws or other constituent document or under any law, rule, regulation, agreement or other obligation by which such Investor is bound and (v) are a fit, proper and suitable investment for such Investor, notwithstanding the substantial
risks inherent in investing in or holding the Securities. 
 5.9    Placement Agents. Such Investor hereby
acknowledges and agrees that (a) the Placement Agents are acting solely as placement agents in connection with the execution, delivery and performance of the Transaction Documents and are not acting as an underwriter or in any other capacity
and are not and shall not be construed as fiduciaries for such Investor, the Company or any other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) the Placement Agents have not made
and will not make any representation or warranty, whether express or implied, of any kind or character, and have not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents,
(c) such Investor, in making its investment decision with respect to whether to invest in the Securities, has relied on its own analysis and decision, and has not relied on the Placement Agents or their representatives for any purpose,
(d) the Placement Agents will not have any responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction
Documents, or the execution, legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and
(e) the Placement Agents will not have any liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements
incurred by such Investor, the Company or any other person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction
Documents. 
 5.10    No General Solicitation. Such Investor did not learn of the investment in the Securities as
a result of any general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine,
website, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to which such Investor was invited by any of the foregoing means of communications. 

  
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 5.11    Brokers and Finders. No Person will have, as a result of
the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered
into by or on behalf of such Investor. 
 5.12    Short Sales and Confidentiality Prior to the Date Hereof. Other
than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short
Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately
prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement and other than to such Person’s outside attorney, accountant, auditor or investment
advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law, such
Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein
shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. 

5.13    No Government Recommendation or Approval. Such Investor understands that no United States federal or state
agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Securities. 

5.14    No Intent to Effect a Change of Control. Such Investor has no present intent to effect a “change of
control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act. 

5.15    Residency. Such Investor’s office in which its investment decision with respect to the Securities was
made is located at the address immediately below such Investor’s name on its signature page hereto. 

5.16    No Conflicts. The execution, delivery and performance by such Investor of the Transaction Documents and the
consummation by such Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with
notice or 

  
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lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such
Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Investor, except in the case of clauses (ii) and (iii) above, for
such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder. 

 

	 	6.	 Conditions to Closing. 



6.1    Conditions to the Investors’ Obligations. The obligation of each Investor to purchase Closing Securities
at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only): 

(a)    The representations and warranties made by the Company in Section 4 hereof, as qualified by the Disclosure
Schedule and the SEC Filings, shall be true and correct in all material respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, as of the date
hereof and as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all
material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date. 

(b)    The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for
the consummation of the purchase and sale of the Closing Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. 

(c)    The Company shall have executed and delivered the Registration Rights Agreement. 

(d)    The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the
Shares and the Warrant Shares, and Nasdaq shall have confirmed it has no objections thereto. 
 (e)    No judgment,
writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. 

(f)    The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or
its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and (j) of this Section 6.1. 

  
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 (g)    The Company shall have delivered a Certificate, executed on
behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents, the
issuance of the Securities and the terms of Section 7.10 hereof, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction
Documents and related documents on behalf of the Company. 
 (h)    The Investors shall have received an opinion from
Wilson Sonsini Goodrich & Rosati, P.C., the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. 

(i)    There shall have been no Material Adverse Effect with respect to the Company since the date hereof. 

(j)    No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or
regulatory body with respect to public trading in the Common Stock. 
 6.2    Conditions to Obligations of the
Company. The Company’s obligation to sell and issue Closing Securities at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived
by the Company: 
 (a)    The representations and warranties made by the Investors in Section 5 hereof shall be
true and correct in all material respects as of the date hereof, and shall be true and correct as of the Closing Date with the same force and effect as if they had been made on and as of such date, except to the extent any such representation or
warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Investors shall have performed in all material respects all obligations
and covenants herein required to be performed by them on or prior to the Closing Date. 
 (b)    The Investors shall
have executed and delivered the Registration Rights Agreement and each Investor Questionnaire. 
 (c)    Any Investor
purchasing Closing Securities at the Closing shall have paid in full its purchase price to the Company. 
  

	 	7.	 Covenants and Agreements of the Parties 



7.1    Nasdaq Listing. The Company will use commercially reasonable efforts to continue the listing and trading of
its Common Stock on Nasdaq and, in accordance therewith, will use commercially reasonable efforts to comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or
exchange, as applicable. 

  
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 7.2    Removal of Legends. 

(a)    In connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by an
Investor pursuant to Rule 144 or pursuant to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the
Investor, the Company shall request the transfer agent for the Common Stock (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended entry for such
book entry shares sold or disposed of without restrictive legends within two (2) Trading Days of any such request therefor from such Investor, provided that the Company has timely received from the Investor customary representations and other
documentation reasonably acceptable to the Company in connection therewith. 
 (b)    Subject to receipt from the
Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares or Warrant Shares
(i) have been registered under the 1933 Act pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (such earliest
date, the “Effective Date”), the Company shall, in accordance with the provisions of this Section 7.2(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably
acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares, and (B) cause its counsel to deliver to the
Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of
this Agreement. Any shares subject to legend removal under this Section 7 may be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s prime broker with the DTC System as directed by such
Investor. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance. 

7.3    Transfer Restrictions. Each Investor agrees that it will sell, transfer or otherwise dispose of the
Securities only in compliance with all applicable state and federal securities laws and that any Securities sold by such Investor pursuant to an effective registration statement will be sold in compliance with the plan of distribution set forth
therein. 
 7.4    Subsequent Equity Sales by the Company. The Company shall not, and shall use its commercially
reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the
offer or sale of the Securities in a manner that would require the registration under the 1933 Act of the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules and
regulations of any trading market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction. 

7.5    Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or broker’s commissions (other than for Persons engaged by any Investor) relating to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agents.


  
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 7.6    Reservation of Common Stock. As of the date hereof, the
Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue all of the Warrant Shares upon
conversion of any Pre-Funded Warrant or Warrant. 
 7.7    Short Sales and
Confidentiality After the Date Hereof. Each Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction), other than to such Person’s outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the
investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law. Each Investor understands and acknowledges that the SEC currently takes
the position that coverage of Short Sales of shares of the Common Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of
Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. 

7.8    Tax Matters. The parties agree that the Pre-Funded Warrants are
intended to and shall be treated as stock in the Company for U.S. federal, state and local income tax purposes, and the parties shall file their tax returns and otherwise act consistently with such treatment. 

7.9    Board Designee. Effective as of the Closing Date, the Company shall have appointed Ricky Sun, as a designee
of the Investors affiliated with Bain Capital Life Sciences Investors, LLC (collectively, “Bain Capital Life Sciences”) to the Board of Directors of the Company. Thereafter, from the Closing Date, and for as long as Bain Capital
Life Sciences holds a number of shares equal to the greater of (i) fifty percent (50%) of the number of shares of Common Stock (including shares of Common Stock issued or issuable upon exercise of
Pre-Funded Warrants and Warrants) purchased pursuant to this Agreement on the date hereof, and (ii) 5% of the outstanding shares of Common Stock (the “Threshold Amount”), the Company will
nominate and use its commercially reasonable efforts (including, soliciting proxies for Bain Capital Life Sciences’ designee to the same extent as it does for any of its other nominees to the Board of Directors) to have one
(1) individual designated by Bain Capital Life Sciences elected to the Board of Directors of the Company. If at any time Bain Capital Life Sciences (i) shall hold less than Threshold Amount, and (ii) shall have a designee serving
as a member of the Board of Directors of the Company, then, upon the request of the Company, such designee shall either resign from the Board or decline nomination for re-election at the next annual meeting of
the Company’s stockholders. Any such designated director shall be entitled to enter into the form of indemnification agreement attached hereto as Exhibit F, and shall be entitled to receive from the Company and its subsidiaries, if
applicable, the same insurance coverage in connection with his or her service as a member of the Board of Directors or any committee thereof as is provided for each of the other members of the Board of Directors or committee, as applicable. Such
insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms . The Company agrees that it will reimburse such designated director for reasonable costs and expenses in attending
Board meetings in accordance with the Company’s policies. 

  
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 7.10    Waiver of Corporate Opportunity. To the fullest extent
permitted by applicable law, the Company hereby agrees that the Exempted Persons shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any
of its subsidiaries. To the fullest extent permitted by applicable law, the Company, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to
participate in, business opportunities that are from time to time available to the Exempted Persons, even if the opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to
pursue if granted the opportunity to do so. The Company hereby further agrees that each Exempted Person shall have no duty to communicate or offer such business opportunity to the Company (and that there shall be no restriction on the Exempted
Persons using the general knowledge and understanding of the Company and the industry in which it operates that it has gained as an Exempted Person in considering and pursuing such opportunities or in making investment, voting, monitoring,
governance or other decisions relating to other entities or securities) and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its subsidiaries or stockholders for breach of any fiduciary or other duty,
as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information
regarding such business opportunity, to the Company or its subsidiaries, or uses such knowledge and understanding in the manner described herein. The parties specifically agree that each Exempted Person is an intended third-party beneficiary of this
Section 7.10 and is entitled to rely upon and enforce the rights and obligations granted herein. “Exempted Person” shall mean Bain Capital Life Sciences, and all of their respective partners, principals, directors, officers,
members, managers, managing directors, operating partners and/or employees, including any of the foregoing who serve as officers or directors of the Company, including the director named in Section 7.9. In addition to and notwithstanding the
foregoing, a corporate opportunity shall not be deemed to belong to the Company if it is a business opportunity that the Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the
line of the Company’s business or is of no practical advantage to it or that is one in which the Company has no interest or reasonable expectancy. The Company hereby covenants and agrees that it shall not take any action, or adopt any
resolution, inconsistent with the provisions of this Section 7.10. 
 7.11    Warrant Expiration Date. The
Company shall disclose the dosing of the second patient in a new Phase III clinical trial of Molgradex for the treatment of autoimmune pulmonary alveolar proteinosis in a press release promptly following the occurrence of such dosing. 

7.12    Filings. The Company shall make all filings with the SEC and its Trading Market as required by the
transactions contemplated hereby. With respect to any exercise of a Pre-Funded Warrant or Warrant into Common Stock, the Company and each Investor (i) shall use their respective commercially reasonable
efforts to promptly file or cause to be filed, (x) within 10 Business Days from the date that either the Company or any Investor provides any notice of exercise (for which within five Business Days the Investor determines that a filing under
the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and so notifies the Company), all required filings under the HSR Act and, (y) as promptly as reasonably practicable, all required filings
under other applicable antitrust laws that the Company or any Investor reasonably determines in good faith to be necessary or appropriate to 

  
 22 













 
effect the transactions contemplated by this Agreement including but not limited to, the exercise of any Pre-Funded Warrant or Warrant into Common Stock,
(ii) shall consult and cooperate with each other in the preparation of such filings, and (iii) shall promptly inform the other parties of any material communication received by such party from any Governmental Entity regarding the
transactions contemplated by this Agreement and shall enable the other party to participate in any communications and meetings with any Governmental Entity regarding the transactions contemplated by this Agreement unless prohibited by the
Governmental Entity. Each of the Company and any Investor that files such notice pursuant to the HSR Act or any other applicable antitrust law in accordance with the preceding sentence acknowledges that no exercise of any Pre-Funded Warrant or Warrant into Common Stock will be consummated until any waiting period prescribed under the HSR Act or any other applicable antitrust law has elapsed. 

 

	 	8.	 Survival and Indemnification. 



8.1    Survival. The representations, warranties, covenants and agreements contained in this Agreement shall survive
the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 

8.2    Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates, and
their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented
attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by
or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts have been finally judicially determined not
to have resulted from such Person’s fraud or willful misconduct. 
 8.3    Conduct of Indemnification
Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to
assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the
indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not
have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its
obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in
connection 

  
 23 













 
with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will,
except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. No indemnified party will, except with the consent of the indemnifying party, which consent shall not be
unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement. 
  

	 	9.	 Miscellaneous. 



9.1    Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written
consent of the Company or each of the Investors, as applicable. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Without limiting the generality of the
foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the
effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term
“Securities” shall be deemed to refer to the securities received by the Investors in connection with such transaction. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or
their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

9.2    Counterparts. This Agreement may be executed in one 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 signatures 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. 

9.3    Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement. 
 9.4    Notices. Unless otherwise provided,
any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery,
(ii) if given by facsimile or e-mail, then such notice shall be deemed given upon receipt of confirmation of complete facsimile transmittal or confirmation of receipt of an
e-mail transmission, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed to
the party to be notified at the address as follows, or at such other address as such party may designate by ten days’ advance written notice to the other party: 

If to the Company: 

Savara Inc. 
 6836 Bee Cave
Road, Building 3, Suite 200 
 Austin, TX, 78746 

Attention: Dave Lowrance 

  
 24 













 With a copy (which shall not constitute notice) to: 

Wilson Sonsini Goodrich & Rosati, P.C. 

900 S. Capital of Texas Highway 

Las Cimas IV, 5th Floor 

Austin, TX 78733 
 Attention: Rob
Suffoletta 
 If to the Investors: 

Only to the addresses set forth on the signature pages hereto. 

9.5    Expenses. The parties hereto shall pay their own costs and expenses in connection herewith regardless of
whether the transactions contemplated hereby are consummated; it being understood that each of the Company and each Investor has relied on the advice of its own respective counsel; provided, however, that the Company shall reimburse Bain Capital
Life Sciences for its external costs and expenses associated with the transactions contemplated hereby, not to exceed $120,000. 

9.6    Amendments and Waivers. Prior to Closing, no amendment or waiver of any provision of this Agreement will be
effective with respect to any party unless made in writing and signed by a duly authorized representative of such party. Following the Closing, 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 Required Investors. Notwithstanding the foregoing, this Agreement may not be amended and the observance of
any term of this Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon (i) prior to Closing, each Investor that signed such amendment or waiver and (ii) following the Closing, each holder of any Securities purchased under this Agreement at the time outstanding, and in each
case, each future holder of all such Securities and the Company. 
 9.7    Publicity. Except as set forth below,
no public release or announcement concerning the transactions contemplated hereby shall be issued by the Investors without the prior consent of the Company, except as such release or announcement may be required by law or the applicable rules or
regulations of any securities exchange or securities market, in which case the Investors shall allow the Company reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, each Investor may
identify the Company and the value of such Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice to or consent from the Company
(including, for the avoidance of doubt, filings pursuant to Sections 13 and 16 of the 1934 Act). The Company shall not include the name of any Investor or 

  
 25 













 
any Affiliate or investment adviser of such Investor in any press release or public announcement (which, for the avoidance of doubt, shall not include any SEC Filing to the extent such disclosure
is required by SEC rules and regulations) without the prior written consent of such Investor. On the Business Day immediately following the date this Agreement is executed, the Company shall issue a press release disclosing all material terms of the
transactions contemplated by this Agreement (the “Press Release”). In addition, the Company will make such other filings and notices in the manner and time required by the SEC or Nasdaq. 

9.8    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted
by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any
provision of law which renders any provision hereof prohibited or unenforceable in any respect. 
 9.9    Benefit of
Agreement. The Placement Agents are intended third-party beneficiaries of the representations and warranties of the Company and of each Investor set forth in Section 4 and Section 5, respectively, of this Agreement. 

9.10    Entire Agreement. This Agreement, including the signature pages, Exhibits, the other Transaction Documents
and any confidentiality agreement between the Company and each Investor constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral
and written, between the parties with respect to the subject matter hereof and thereof. 
 9.11    Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the
agreements herein contained. 
 9.12    Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices
under this Agreement. 
 9.13    Independent Nature of Investors’ Obligations and Rights. The obligations of
each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction
Document. The decision of each Investor to purchase Closing Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action
taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that
no Investor will be acting 

  
 26 













 
as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Investors and not because it was required or requested to
do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among the
Investors. 
 9.14    Exculpation of the Placement Agents. Each party hereto agrees for the express benefit of
the Placements Agents and their affiliates and representatives that: 
 (i)    none of the Placement Agents, their
Affiliates or any of their representatives (1) has any duties or obligations other than those specifically set forth herein or in their respective engagement letters, each dated as of December 20, 2019 (the “Engagement
Letters”), between the Company and the respective Placement Agent; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any
responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the
transactions contemplated hereby and thereby; or (4) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such party’s own gross
negligence, willful misconduct or bad faith. 
 (ii)    The Placement Agents, their affiliates and representatives
shall be entitled to (1) rely on, and shall be protected in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the
Company for acting as placement agents hereunder pursuant to the indemnification provisions set forth in the Engagement Letter. 
 [remainder
of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized
officers to execute this Agreement as of the date first above written. 
  

			
	 COMPANY:
  

	 SAVARA INC.
  

	By:	 	 /s/ Robert Neville

		 	Name: Robert Neville
		 	 Title: Chief Executive Officer
  

	 INVESTOR:
  

	Bain Capital Life Sciences Fund II, L.P.
		
	By:	 	Bain Capital Life Sciences Investors II, LLC
its general partner
		
	By:	 	Bain Capital Life Sciences Investors, LLC
its manager
		
	By:	 	 /s/ Jeffrey Schwartz

		 	Name: Jeffrey Schwartz
		 	 Title: Managing Director
  

	 INVESTOR:
  

	 BCIP Life Sciences Associates, LP
  

	By:	 	Boylston Coinvestors, LLC
		 	 its general partner
  

	By:	 	 /s/ Jeffrey Schwartz

		 	Name: Jeffrey Schwartz
		 	Title: Authorized Signatory



  
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	 INVESTOR:
  

	 EcoR1 Capital Fund, L.P.
  

	By:	 	 /s/ Oleg Nodelman

		 	Name: Oleg Nodelman
		 	 Title: Manager, EcoR1 Capital LLC, as GP
  

	 INVESTOR:
  

	 EcoR1 Capital Fund Qualified, L.P.
  

	By:	 	 /s/ Oleg Nodelman

		 	Name: Oleg Nodelman
		 	 Title: Manager, EcoR1 Capital LLC, as GP
  

	 INVESTOR:
  

	 CVI Investments Inc., By Heights Capital Management its Authorized Agent

 

	By:	 	 /s/ Martin Kobinger

		 	Name: Martin Kobinger
		 	 Title: Investment Manager
  

	 INVESTOR:
  

	 Commodore Capital Master LP
  

	By:	 	 /s/ R. Egen Atkinson

		 	Name: R. Egen Atkinson
		 	Title: Authorized Signatory



  
 29 













 
			
	 INVESTOR:
  

	 BEMAP Master Fund LTD
  

	By:	 	 /s/ Eric Delbridge

		 	Name: Eric Delbridge
		 	 Title: Authorized Signer
  

	 INVESTOR:
  

	 Sofinnova BioEquities Master Fund Ltd.
  

	By:	 	 /s/ Eric Delbridge

		 	Name: Eric Delbridge
		 	 Title: Authorized Signer
  

	 INVESTOR:
  

	 Crestline Summit Master, SPC on behalf and for the account of Peak SP

 

	By:	 	 Crestline Management, L.P., its Investment Manager
  

	By:	 	 Crestline Investors, Inc., its General Partner
  

	By:	 	 /s/ John S. Cochran

		 	Name: John S. Cochran
		 	 Title: Vice President
  

	 INVESTOR:
  

	LOGOS GLOBAL MASTER FUND, L.P.
	By:	 	Logos GP, LLC
	 Its General Partner
  

	By:	 	 /s/ Arsani William

		 	Name: Arsani William
		 	Title: Manager



  
 30 













 
			
	 INVESTORS:
  

	Farallon Capital Partners, L.P.
	Farallon Capital Institutional Partners, L.P.
	Four Crossings Institutional Partners V, L.P.
	Farallon Capital Institutional Partners II, L.P.
	Farallon Capital Offshore Investors II, L.P.
	Farallon Capital F5 Master I, L.P.
	Farallon Capital (AM) Investors, L.P.
	 Farallon Capital Institutional Partners III, L.P.

 

	By:	 	 /s/ Philip D. Dreyfuss

		 	Name: Philip D. Dreyfuss
		 	Title: Managing Member, Farallon Capital Management, L.L.C., as agent and investment manager on behalf of each respective entity listed above (each such entity severally and not jointly an Investor).



  
 31 













 EXHIBIT A 

Schedule of Investors 
  

																	
	 Investor Name
	  	Shares	 	  	Number of Warrant
Shares Underlying
Pre-Funded
Warrant	 	  	Number of Warrant
Shares Underlying
Warrant	 	  	Aggregate
Purchase Price of
Securities	 
	 BCIP Life Sciences Associates, LP
	  	 	496,295	 	  	 	392,542	 	  	 	1,886,376	 	  	$	1,550,628.02	 
	 Bain Capital Life Science Fund II, L.P.
	  	 	4,074,844	 	  	 	3,222,974	 	  	 	15,488,141	 	  	$	12,731,469.44	 
	 Ecor1 Capital Fund, L.P.
	  	 	242,120	 	  	 	—  	 	  	 	513,851	 	  	$	422,499.40	 
	 Ecor1 Capital Fund Qualified, L.P.
	  	 	1,190,544	 	  	 	—  	 	  	 	2,526,689	 	  	$	2,077,499.28	 
	 Sofinnova BioEquities Master Fund Ltd.
	  	 	237,413	 	  	 	—  	 	  	 	503,861	 	  	$	414,285.69	 
	 Crestline Summit Master, SPC
	  	 	143,503	 	  	 	—  	 	  	 	304,557	 	  	$	250,412.74	 
	 BEMAP Master Fund LTD
	  	 	437,748	 	  	 	—  	 	  	 	929,032	 	  	$	763,870.26	 
	 Logos Global Master Fund, L.P
	  	 	613,999	 	  	 	—  	 	  	 	1,303,088	 	  	$	1,071,428.26	 
	 Commodore Capital Master LP
	  	 	613,999	 	  	 	—  	 	  	 	1,303,088	 	  	$	1,071,428.26	 
	 CVI Investments Inc.
	  	 	204,666	 	  	 	—  	 	  	 	434,362	 	  	$	357,142.17	 
	 Farallon Capital Partners, L.P.
	  	 	302,289	 	  	 	497,955	 	  	 	1,698,358	 	  	$	1,395,927.83	 
	 Farallon Capital Institutional Partners, L.P.
	  	 	269,432	 	  	 	443,829	 	  	 	1,513,754	 	  	$	1,244,196.62	 
	 Four Crossings Institutional Partners V, L.P.
	  	 	36,143	 	  	 	59,538	 	  	 	203,064	 	  	$	166,903.81	 
	 Farallon Capital Institutional Partners II, L.P.
	  	 	42,714	 	  	 	70,363	 	  	 	239,985	 	  	$	197,249.00	 
	 Farallon Capital Offshore Investors II, L.P.
	  	 	571,722	 	  	 	941,785	 	  	 	3,212,113	 	  	$	2,640,127.93	 
	 Farallon Capital F5 Master I, L.P.
	  	 	42,714	 	  	 	70,363	 	  	 	239,985	 	  	$	197,249.00	 
	 Farallon Capital (AM) Investors, L.P.
	  	 	29,571	 	  	 	48,713	 	  	 	166,143	 	  	$	136,556.87	 
	 Farallon Capital Institutional Partners III, L.P.
	  	 	19,714	 	  	 	32,475	 	  	 	110,762	 	  	$	91,037.33	 


  
 32