EX-10.1




 Exhibit 10.1 

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT (the “Agreement”) is entered into as of October 17, 2017, by and among FORTY SEVEN, INC., a Delaware corporation (the
“Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.” 

RECITALS 

WHEREAS, certain of the Investors are purchasing shares of the Company’s Series B Preferred Stock
(the “Series B Stock”), pursuant to that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”); 

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of
this Agreement; 
 WHEREAS, certain of the Investors (the “Prior Investors”)
are holders of the Company’s Series A-1 Preferred Stock (the “Series A-1 Stock”), Series A-2
Preferred Stock (the “Series A-2 Stock” and collectively with the Series A-1 Stock, the “Series A Stock”) and Series B
Stock (collectively with the Series A Stock, the “Preferred Stock”); 

WHEREAS, the Prior Investors and the Company are parties to an Investor Rights Agreement dated
November 23, 2015 (the “Prior Agreement”); 
 WHEREAS, the parties to the
Prior Agreement desire to amend and restate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and 

WHEREAS, in connection with the consummation of the Financing, the Company and the Investors have agreed
to the registration rights, information rights, and other rights as set forth below. 
 NOW,
THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. GENERAL. 

1.1    Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety
and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the holders of a majority of the Registrable Securities held by the Prior Investors outstanding as of the date of this Agreement
in accordance with Section 6.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force
or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement. 

  
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 1.2    Definitions. As used in this Agreement the following
terms shall have the following respective meanings: 
 (a)    “Affiliated Fund” means,
with respect to an Investor that is a limited liability company, limited partnership or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity
controlling, controlled by, or under common control with such manager or managing member or general partner or management company. 

(b)    “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(c)    “Form S-3” means such form under the
Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents
filed by the Company with the SEC. 
 (d)    “Holder” means any person owning of record
Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.9 hereof. 

(e)    “Initial Offering” means the Company’s first firm commitment underwritten public
offering of its Common Stock registered under the Securities Act. 
 (f)    “Major
Investor” means an Investor (with its affiliates) that owns not less than (i) 1,000,000 shares of Series A Stock (as adjusted for stock splits and combinations) or (ii) 3,000,000 shares of Series B Stock (as adjusted for stock splits
and combinations); provided, however, that for purposes of Sections 3.1 and 3.2 of this Agreement, Hadley Harbor Master Investors (Cayman) II L.P. (“Hadley”) shall be deemed to be a Major Investor as long as Hadley and
its affiliates own any shares of Series B Stock or shares of Common Stock issuable upon conversion thereof. 

(g)    “Register,” “registered,” and
“registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or
document. 
 (h)    “Registrable Securities” means (a) Common Stock of the Company
issuable or issued upon conversion of the Shares and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration
statement or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned. 

  
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 (i)    “Registrable Securities then
outstanding” shall be the number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible
securities. 
 (j)    “Registration Expenses” shall mean all expenses incurred by the
Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to exceed
$50,000 of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be
paid in any event by the Company). 
 (k)    “SEC” or “Commission”
means the Securities and Exchange Commission. 
 (l)    “Securities Act” shall mean the
Securities Act of 1933, as amended. 
 (m)    “Selling Expenses” shall mean all
underwriting discounts and selling commissions applicable to the sale. 
 (n)    “Shares”
shall mean the shares of the Company’s Preferred Stock held from time to time by the Investors listed on EXHIBIT A hereto and their permitted assigns. 

(o)    “Special Registration Statement” shall mean (i) a registration statement
relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a
transaction or (iii) a registration related to stock issued upon conversion of debt securities. 
 SECTION 2.
REGISTRATION; RESTRICTIONS ON TRANSFER. 
 2.1    Restrictions on Transfer. 

(a)    Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities
unless and until: 
 (i)    there is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with such registration statement; or 

(ii)    (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder
shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder
shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions
of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so
transferred do not remain Registrable Securities hereunder following such transfer. 

  
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 (b)    Notwithstanding the provisions of subsection (a) above, no
such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a subsidiary or a parent
corporation or other affiliate, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (D) an individual transferring to the Holder’s family
member or trust for the benefit of an individual Holder, or (E) controlled by or under common control with one or more general partners or managing members of, or that shares the same management company with, a venture capital fund transferring
to such fund; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. 

(c)    Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with
legends substantially similar to the following (in addition to any legend required under applicable state securities laws): 
 THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 

(d)    The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder
thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be
disposed of may lawfully be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any
restrictions hereunder. 

  
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 (e)    Any legend endorsed on an instrument pursuant to applicable
state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. 

2.2    Demand Registration. 

(a)    Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the
Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable
Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,500,000), then the Company shall, within thirty (30) days of the receipt thereof, give
written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request
to be registered. 
 (b)    If the Initiating Holders intend to distribute the Registrable Securities covered by
their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written
notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the
Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable
Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such
Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included
in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall
be withdrawn from the registration. 
 (c)    The Company shall not be required to effect a registration pursuant
to this Section 2.2: 
 (i)    prior to the earlier of (A) the third anniversary of the date of this
Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; 

  
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 (ii)    after the Company has effected two (2) registrations
pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 

(iii)    during the period starting with the date of filing of, and ending on the date 180 days following the
effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such
registration statement to become effective; 
 (iv)    if within 30 days of receipt of a written request from
Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days; 

(v)    if the Company shall furnish to Holders requesting a registration statement pursuant to this
Section 2.2 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the
Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the Initiating
Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; 

(vi)    if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately
registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or 

(vii)    in any particular jurisdiction in which the Company would be required to qualify to do business or to
execute a general consent to service of process in effecting such registration, qualification or compliance. 

2.3    Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at
least 15 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring
to include in any such registration statement all or any part of the Registrable Securities held by it shall, within 15 days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended
method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have
the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 

(a)    Underwriting. If the registration statement of which the Company gives notice under this
Section 2.3 is for an underwritten offering, the Company shall so advise the 

  
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Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company determines in good
faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company;
second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that
no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and
such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any
other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold
in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective
date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the
partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person
shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals
included in such “Holder,” as defined in this sentence. 
 (b)    Right to Terminate
Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 whether or not any Holder has elected to include securities in such registration, and shall promptly notify any
Holder that has elected to include shares in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof. 

2.4    Form S-3 Registration. In case the Company shall receive from
any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any
similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: 

(a)    promptly give written notice of the proposed registration, and any related qualification or compliance, to
all other Holders of Registrable Securities; and 

  
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 (b)    as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: 

(i)    if Form S-3 is not available for such offering by the Holders; or

 (ii)    if the Holders, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or 

(iii)    if within 30 days of receipt of a written request from any Holder or Holders pursuant to this
Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; 

(iv)    if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the
Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event
the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this
Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or 

(v)    if the Company has, within the 12 month period preceding the date of such request, already effected two
(2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or 

(vi)    in any particular jurisdiction in which the Company would be required to qualify to do business or to
execute a general consent to service of process in effecting such registration, qualification or compliance. 

(c)    Subject to the foregoing, the Company shall file a Form S-3
registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be
counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations
shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration. 

2.5    Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to Section 2.2, 2.3 or 2.4 herein shall be borne by the Company. All Selling Expenses incurred in 

  
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connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall
not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon
material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to deem such registration to have been effected as
of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(v), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by
all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which
registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether
the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(5), as applicable, to undertake any subsequent registration. 

2.6    Obligations of the Company. Whenever required to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible: 
 (a)    prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to 30 days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice to the participating
Holders and for a period not to exceed 60 days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration
statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material
nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its
right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the
Suspension Period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent
shall not be unreasonably withheld. In no event shall any Suspension Period, when taken together with all prior Suspension Periods, exceed 120 days in the aggregate, and in no event shall the Company defer its obligation in this manner more than
once in any twelve-month period. If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in
which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the 

  
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Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement other than a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. 

(b)    Prepare and file with the SEC such amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth
in subsection (a) above. 
 (c)    Furnish to the Holders such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 

(d)    Use its reasonable efforts to register and qualify the securities covered by such registration statement
under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or jurisdictions. 
 (e)    In the event of any
underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter
into and perform its obligations under such an agreement. 
 (f)    Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company
will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing. 
 (g)    Use its reasonable
efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. 

  
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 2.7    Delay of Registration; Furnishing Information. 

(a)    No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

(b)    It shall be a condition precedent to the obligations of the Company to take any action pursuant to
Section 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to
effect the registration of their Registrable Securities. 
 (c)    The Company shall have no obligation with
respect to any registration requested pursuant to Section 2.2 or Section 2.4 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the
number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable. 

2.8    Indemnification. In the event any Registrable Securities are included in a registration statement
under Sections 2.2, 2.3 or 2.4: 
 (a)    To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will
reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or
action; provided however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder. 

  
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 (b)    To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if
any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who
controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person
of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the
following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written
information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage,
liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.8 exceed
the net proceeds from the offering received by such Holder. 
 (c)    Promptly after receipt by an indemnified
party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by
the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified
party under this Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.8. 

  
 12. 









 (d)    If the indemnification provided for in this Section 2.8 is
held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission;
provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder. 

(e)    The obligations of the Company and Holders under this Section 2.8 shall survive completion of any
offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.8 would apply that is covered by a registration filed before termination of this Agreement, such
termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which 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 to such claim or litigation. 

2.9    Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities
pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited
partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or
(c) acquires sufficient shares of Registrable Securities (as adjusted for stock splits and combinations) to be a Major Investor (as defined below); or (d) is an entity affiliated by common control (or other related entity) with such
Holder; provided, however, (i) the transferor shall, within 10 days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such
registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement. 

2.10    Limitation on Subsequent Registration Rights. Other than as provided in Section 6.10, after the
date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital
stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders. 

  
 13. 









 2.11    Market Stand-Off
Agreement. Each Holder hereby agrees that such Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale,
any shares of Common Stock (or other securities) of the Company held by such Holder immediately before the effective date of the registration statement for such offering (other than those included in the registration) during the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the
underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, that, (i) with respect to the above, all officers and directors
of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements and (ii) the foregoing provisions shall only be applicable to the Holders if all stockholders,
officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period (including any extension thereof) such that if any such persons are released all Holders
shall also be released to the same extent on a pro rata basis. 
 2.12    Agreement to Furnish
Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriters that are consistent with the Holder’s obligations under Section 2.11 or that are
necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request,
such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations
described in Section 2.11 and this Section 2.12 shall not apply to a Special Registration Statement. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such shares of Common Stock
(or other securities) until the end of such period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.11 and 2.12. The underwriters of the Company’s stock are intended third party
beneficiaries of Sections 2.11 and 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

2.13    Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: 

(a)    Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any
similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; 

(b)    File with the SEC, in a timely manner, all reports and other documents required of the Company under the
Exchange Act; and 

  
 14. 









 (c)    So long as a Holder owns any Registrable Securities, furnish to
such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the
SEC allowing it to sell any such securities without registration. 
 2.14    Termination of Registration
Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.2, Section 2.3, or Section 2.4 hereof shall terminate upon the earlier of: (i) the date
three (3) years following an initial public offering that results in the conversion of all outstanding shares of Preferred Stock; or (ii) such time as such Holder holds less than 1% of the Company’s outstanding Common Stock (treating
all shares of Preferred Stock on an as converted basis), the Company has completed its Initial Offering and all Registrable Securities of the Company issuable or issued upon conversion of the Shares held by and issuable to such Holder (and its
affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period. Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes. 

SECTION 3. COVENANTS OF THE COMPANY. 

3.1    Basic Financial Information and Reporting. 

(a)    The Company will maintain true books and records of account in which full and correct entries will be made of
all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and
will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. 

(b)    As soon as practicable after the end of each fiscal year of the Company, and in any event within 180 days
thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with
generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail.
Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants selected by the Board. 

(c)    The Company will furnish such Major Investor, as soon as practicable after the end of the first, second and
third quarterly accounting periods in each fiscal year of the Company, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of
the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception
that no notes need be attached to such statements and year-end audit adjustments may not have been made. 

  
 15. 









 (d)    The Company will furnish such Major Investor, as soon as
practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such monthly period, and a statement of income and a statement of cash flows of the Company for such period and
for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to
such statements and year-end audit adjustments may not have been made. 

(e)    The Company will furnish such Major Investor at least 30 days after the beginning of each fiscal year an
annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto). 

3.2    Inspection Rights. Each Major Investor shall have the right to visit and inspect any of the
properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable
times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated under this Section 3.2 with respect to a competitor of the Company or with respect to information which the Board determines in
good faith constitutes a trade secret, is attorney-client privileged, or subject to a confidentiality obligation to a third party, and should not, therefore, be disclosed. 

3.3    Confidentiality of Records. Each Major Investor agrees to use commercially reasonable efforts to keep
confidential any information furnished to such Major Investor pursuant to Section 3.1 and 3.2 hereof that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such
Major Investor may disclose such proprietary or confidential information (i) to any partner, subsidiary or parent of such Major Investor as long as such partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the
confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Major Investor; (iii) that is communicated to it free of any obligation of
confidentiality; (iv) that is developed by Major Investor or its agents independently of and without reference to any confidential information communicated by the Company; or (v) as required by applicable law. 

3.4    Reservation of Common Stock. The Company will at all times reserve and keep available, solely for
issuance and delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion. 

3.5    Proprietary Information and Inventions Agreement. The Company shall require all employees and
consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board. 

3.6    Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of
first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it
may do so, assign such right of first refusal or right of first offer to each Major Investor. In the event of such assignment, each Major Investor shall have a right to purchase its pro rata portion of the capital stock proposed


  
 16. 









 
to be transferred. Each Major Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by
(ii) a fraction, the numerator of which is the number of shares of Common Stock and Preferred Stock held by such Major Investor at the time of the proposed transfer and the denominator of which is the total number of outstanding shares of
Common Stock and Preferred Stock at the time of the proposed transfer. 
 3.7    FCPA. The Company
represents that it shall not (and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make
any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of
1977, as amended (the “FCPA”)), in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall cause each of
its subsidiaries and affiliates to) cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of their respective directors, officers, managers, employees,
independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall cause each of its subsidiaries
and affiliates to) maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or
anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor if the Company becomes
aware of any Enforcement Action (as defined in the Purchase Agreement). The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with the FCPA. The
Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws 

3.8    Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement
(other than the provisions of Section 3.3) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offering that results in the Preferred Stock being
converted into Common Stock or (ii) upon an “Acquisition” as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof. 

SECTION 4. COVENANT OF THE INVESTORS. 

4.1    Commerce Department Compliance. The Company may be required to file reports with the Bureau of
Economic Analysis (the “BEA”) of the US Commerce Department when a US affiliate of a foreign Investor if such foreign Investor, together with its affiliates, directly or indirectly controls ten percent (10%) or more of the
voting securities of the Company. Such foreign Investor that is a foreign individual or entity or a US subsidiary or affiliate of a foreign parent covenants to provide information reasonably necessary for the Company to comply with BEA filings
required under the International Investment and Trade in Services Act. 

  
 17. 









 SECTION 5. RIGHTS OF FIRST REFUSAL. 

5.1    Subsequent Offerings. Subject to applicable securities laws, each Major Investor shall have a right of
first refusal to purchase its Major Investor Pro Rata Share (as defined below) of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity
Securities excluded by Section 5.6 hereof. For purposes of this Section 5, a Major Investor who chooses to exercise the right of first refusal may designate as purchasers under such right itself or any of its general partners, managing
members and/or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. The “Major Investor Pro Rata Share” for each Major Investor is equal to the ratio of (a) the number of shares of the
Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or other Preferred Stock) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity
Securities to (b) the total number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or other Preferred Stock) immediately prior to the issuance of such Equity
Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without
consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or
other security or (iv) any such warrant or right. 
 5.2    Exercise of Rights. If the Company
proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major
Investor shall have 15 days from the giving of such notice to agree to purchase its Major Investor Pro Rata Share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the
Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in
violation of applicable federal securities laws by virtue of such offer or sale. 
 5.3    Issuance of Equity
Securities to Other Persons. If not all of the Major Investors elect to purchase their Major Investor Pro Rata Share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer
each such Major Investor the right to acquire its Subsequent Major Investor Pro Rata Share (as defined below) of such unsubscribed shares. The “Subsequent Major Investor Pro Rata Share” for each such Major Investor is equal
to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares) of which such Major Investor is deemed to be a holder immediately prior to the
issuance of such Equity Securities to (b) the total number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares) of which all Major Investors who elected to purchase
their Major Investor Pro Rata Shares of the Equity Securities pursuant to Section 5.2 hereof are deemed to be holders immediately prior to the issuance of such Equity Securities. Each such Major Investor shall have five (5) days after
receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have 90 days thereafter to sell the Equity Securities in respect of which the


  
 18. 









 
Major Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the
Company’s notice to the Major Investors pursuant to Section 5.2 hereof. If the Company has not sold such Equity Securities within 90 days of the notice provided pursuant to Section 5.2, the Company shall not thereafter issue or sell
any Equity Securities, without first offering such securities to the Major Investors in the manner provided above. 

5.4    Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this
Section 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 6.5
hereof, the rights of first refusal established by this Section 5 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held
by all Major Investors, or as permitted by Section 6.5; and provided further, that (i) in the event that the rights of a Major Investor to purchase Equity Securities under this Section 5 are waived with respect to a particular
offering of Equity Securities without such Major Investor’s prior written consent (a “Waived Investor”) and any Major Investor that participated in waiving such rights, or any affiliate of any such Major Investor,
actually purchases Equity Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same
percentage of its full pro rata share of such Equity Securities as the highest percentage of any such purchasing Major Investor and (ii) this sentence may be amended or modified, and the obligations of the Company and the rights of the Waived
Investors under this sentence may be waived, in each case with respect to any Waived Investor only with the written consent of such Waived Investor. 

5.5    Assignment of Rights of First Refusal. The rights of first refusal of each Major Investor under this
Section 5 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9. 

5.6    Excluded Securities. The rights of first refusal established by this Section 5 shall have no
application to any of the following Equity Securities: 
 (a)    any Equity Securities defined as an Excluded
Issuance under the Company’s Certificate of Incorporation, as amended from time to time; 
 (b)    stock
issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement,
so long as the rights of first refusal established by this Section 5 were complied with, waived, or were inapplicable pursuant to any provision of this Section 5.6 with respect to the initial sale or grant by the Company of such rights or
agreements; and 
 (c)    any Equity Securities issued by the Company pursuant to the Purchase Agreement. 

  
 19. 









 SECTION 6. MISCELLANEOUS. 

6.1    Governing Law. This Agreement shall be governed by and construed under the laws of the State of
California in all respects as such laws are applied to agreements among California residents entered into and to be performed entirely within California, without reference to conflicts of laws or principles thereof. The parties agree that any action
brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue
of, any state or federal court located in the County of Santa Clara, California. 
 6.2    Successors and
Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure
to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable
Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment
of dividends or any redemption price. 
 6.3    Entire Agreement. This Agreement, the Exhibits and
Schedules hereto, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to
any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written
representations, warranties, covenants or agreements outside of this Agreement. 
 6.4    Severability. In
the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 

6.5    Amendment and Waiver. 

(a)    Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the
Company and the rights of the Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of at least a majority of the then outstanding Registrable Securities. Notwithstanding the foregoing, this
Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in
the same fashion. 

  
 20. 









 (b)    For the purposes of determining the number of Holders or
Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company. 

6.6    Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy
accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or
noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either
under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative. 

6.7    Notices. All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five
(5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification
of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or EXHIBIT A hereto or at such other address or electronic mail address as such party may
designate by 10 days advance written notice to the other parties hereto. 
 6.8    Attorneys’ Fees.
In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing
party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals. 
 6.9    Titles and Subtitles. The titles of the
sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 

6.10    Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company
shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to
this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder. Notwithstanding anything to the contrary contained herein, if the Company shall issue Equity Securities in accordance with Section 5.6 of
this Agreement, any purchaser of such Equity Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and
a party hereunder. 
 6.11    Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument. 

  
 21. 









 6.12    Aggregation of Stock. All shares of Registrable
Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

6.13    Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the
masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. 

6.14    Termination. This Agreement shall terminate and be of no further force or effect upon the earlier of
(i) an Acquisition; or (ii) the date five (5) years following the Closing of the Initial Offering that results in the conversion of all outstanding shares of Preferred Stock. 

6.15    Acknowledgment. The Company acknowledges that the Investors are in the business of venture capital
investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this
Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; provided, however,
that the foregoing shall not relieve any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

  
 22. 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	COMPANY:
	
	FORTY SEVEN, INC.
		
	By:	 	/s/ Mark McCamish
	Name:	 	Mark McCamish
	Title:	 	Chief Executive Officer


  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

					
	INVESTORS:
	
	LIGHTSPEED VENTURE PARTNERS X, L.P.
		
	By:	 	 Lightspeed General Partner X, L.P.,

its general partner

		
	By:	 	 Lightspeed Ultimate General Partner X, Ltd.,

its general partner

			
		 	Name:	 	Christopher Schaepe
		 	Title:	 	Duly authorized signatory
	
	LIGHTSPEED AFFILIATES X, L.P.
		
	By:	 	 Lightspeed General Partner X, L.P.,

its general partner

		
	By:	 	 Lightspeed Ultimate General Partner X, Ltd.,

its general partner

			
		 	Name:	 	Christopher Schaepe
		 	Title:	 	Duly authorized signatory
	
	LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.
		
	By:	 	 Lightspeed General Partner Select II, L.P.,

its general partner

		
	By:	 	Lightspeed Ultimate General Partner Select II, Ltd., its general partner
			
		 	Name:	 	Christopher Schaepe
		 	Title:	 	Duly authorized signatory


 
					
			
	Address:	 		 	Lightspeed Venture Partners
		 		 	2200 Sand Hill Road
		 		 	Menlo Park, CA 94025
		 		 	T: 650-234-8300



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	CLARUS LIFESCIENCES III, L.P.
		
	By:	 	Clarus Ventures III GP, LP, its general partner
		
	By:	 	Clarus Ventures III LLC, its general partner
	
	/s/ Dennis Henner
	 Name: Dennis Henner
 Managing
Director




  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	THE FREIDENRICH FAMILY TRUST (JOHN FREIDENRICH TRUSTEE)
		
	By:	 	/s/ John Freidenrich
		 	John Freidenrich, Trustee
	
	FREIDENRICH TWENTY-FIFTY, LTD.
	
	/s/ John Freidenrich
	John Freidenrich, General Partner



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	 SUTTER HILL VENTURES,

A CALIFORNIA LIMITED PARTNERSHIP

		
	By:	 	Sutter Hill Ventures, L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		
	Name:	 	 
		
	Title:	 	Managing Director
	
	WILLIAM H. YOUNGER, JR., TRUSTEE OF THE WILLIAM H. YOUNGER, JR.
REVOCABLE TRUST U/A/D 8/5/09
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	William H. Younger, Jr., Trustee
	
	YOVEST, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	William H. Younger, Jr., Trustee of The William H. Younger, Jr. Revocable Trust U/A/D 8/5/09, General Partner



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	TENCH COXE AND SIMONE OTUS COXE, CO-TRUSTEES
OF THE COXE REVOCABLE TRUST U/A/D 4/23/98
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Tench Coxe, Trustee
	
	ROOSTER PARTNERS, L.P. – FUND NO. 2
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Tench Coxe, Trustee of The Coxe Revocable Trust U/A/D 4/23/98, General Partner
	
	JEFFREY W. BIRD AND CHRISTINA R. BIRD, CO-TRUSTEES OF
JEFFREY W. AND CHRISTINA R. BIRD TRUST U/A/D 10/31/00
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Jeffrey W. Bird, Trustee
	
	NESTEGG HOLDINGS, LP
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Jeffrey W. Bird, Trustee of Jeffrey W. Bird and Christina R. Bird Trust U/A/D 10/31/00, General Partner



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	JAMES N. WHITE AND PATRICIA A. O’BRIEN, CO-TRUSTEES
OF THE WHITE REVOCABLE TRUST U/A/D 4/3/97
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	James N. White, Trustee
	
	JAMES N. WHITE, TRUSTEE OF SIERRA TRUST U/A/D 12/16/1997
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	James N. White, Trustee
	
	ROSETIME PARTNERS L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	James N. White, Trustee of The White Revocable Trust U/A/D 4/3/97, General Partner
	
	ANDREW T. SHEEHAN AND NICOLE J. SHEEHAN AS TRUSTEES OF SHEEHAN 2003
TRUST
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Andrew T. Sheehan, Trustee



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	MICHAEL L. SPEISER AND MARY ELIZABETH SPEISER,
CO-TRUSTEES OF SPEISER TRUST U/A/D 7/19/06
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Michael L. Speiser, Trustee
	
	STEFAN A. DYCKERHOFF AND WENDY G. DYCKERHOFF-JANSSEN, OR THEIR
SUCCESSOR(S) AS TRUSTEES UNDER THE DYCKERHOFF 2001 REVOCABLE TRUST AGREEMENT DATED
AUGUST 30, 2001
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Stefan A. Dyckerhoff, Trustee
	
	SAMUEL J. PULLARA III AND LUCIA CHOI PULLARA, CO-TRUSTEES
OF THE PULLARA REVOCABLE TRUST U/A/D 8/21/13
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Samuel J. Pullara III, Trustee
	
	DOUGLAS T. MOHR AND BETH Z. MOHR, CO-TRUSTEES OF
THE MOHR FAMILY TRUST U/A/D 2/17/15
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Douglas T. Mohr, Trustee



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	DAVID E. SWEET AND ROBIN T. SWEET AS TRUSTEES OF THE DAVID
AND ROBIN SWEET LIVING TRUST DATED 7/6/04
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	David E. Sweet, Trustee
	
	PATRICK ANDREW CHEN AND YU-YING CHIU CHEN
AS TRUSTEES OF PATRICK AND YING CHEN 2001 LIVING TRUST DATED 3/17/01
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Yu-Ying Chiu Chen, Trustee
	
	BARBARA NISS, TRUSTEE BARBARA NISS 2013 REVOCABLE TRUST DATED DECEMBER 18,
2013
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Barbara Niss, Trustee
	
	PATRICIA TOM
		
	By:	 	/s/ Robert Yin, Under Power of Attorney



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	ANVEST, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		
	Name:	 	 
		
	Title:	 	 
	
	SAUNDERS HOLDINGS, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		
	Name:	 	 
		
	Title:	 	 
	
	JAMES C. GAITHER, TRUSTEE OF THE GAITHER REVOCABLE TRUST U/A/D 9/28/2000
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		
	Name:	 	 
		
	Title:	 	 
	
	TALLACK PARTNERS, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		
	Name:	 	 
		
	Title:	 	 



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	 INVESTORS:

	
	CHATTER PEAK PARTNERS, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		
	Name:	 	 
		
	Title:	 	 
	
	WELLS FARGO BANK, N.A. FBO SHV PROFIT SHARING PLAN FBO DAVID E. SWEET
(ROLLOVER)
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 
	
	WELLS FARGO BANK, N.A. FBO SHV PROFIT SHARING PLAN FBO
YU-YING CHEN
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 
	
	WELLS FARGO BANK, N.A. FBO SHV PROFIT SHARING PLAN FBO PATRICIA TOM
(PRE)
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	CHATTER PEAK PARTNERS, L.P.
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 
	
	WELLS FARGO BANK, N.A. FBO SHV PROFIT SHARING PLAN FBO DAVID E. SWEET
(ROLLOVER)
		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	WELLS FARGO BANK, N.A. FBO SHV PROFIT SHARING PLAN FBO
YU-YING CHEN
		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	WELLS FARGO BANK, N.A. FBO SHV PROFIT SHARING PLAN FBO PATRICIA TOM
(PRE)
		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN FBO

TENCH COXE

		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	 WELLS FARGO BANK, N.A. FBO

JAMES N. WHITE ROTH IRA

		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN FBO

ANDREW T. SHEEHAN (ROLLOVER)

		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN FBO

SAMUEL J. PULLARA III

		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN FBO

DIANE J. NAAR

		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN FBO

BARBARA NISS

		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTORS:
	
	WELLS FARGO BANK, N.A. FBO 
SHV PROFIT SHARING PLAN FBO 
ROBERT YIN
		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP
	
	WELLS FARGO BANK, N.A. FBO 
SHV PROFIT SHARING PLAN FBO 
ANDREW T. SHEEHAN
		
	By:	 	/s/ India Jones
		
	Name:	 	India Jones
		
	Title:	 	AVP



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	GC&H INVESTMENTS, LLC
		
	By:	 	/s/ Jim Kindler
		 	Jim Kindler, Manager


  

			
	Address:	 	101 California Street, 5th Floor
		 	San Francisco, CA 94111-5800



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	OLIVIER NOMELLINI REVOCABLE TRUST UA 03/24/2011, KENNETH EDWARD OLIVIER AND ANGELA
NOMELLINI, TRUSTEES
		
	By:	 	/s/ Kenneth Olivier
		
	Name:	 	Kenneth Olivier
		
	Title:	 	Trustee



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	GOLDEN RIDGE DEVELOPMENTS LIMITED
		
	By:	 	/s/ J.M.D. Cha
		
	Name:	 	J.M.D. Cha
		
	Title:	 	Director



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	GV 2015, L.P.
	By:	 	GV 2015 GP, L.L.C., its General Partner
		
	By:	 	/s/ Daphne M. Chang
	Name:	 	Daphne M. Chang
	Title:	 	Authorized Signatory
	
	GV 2016, L.P.
	By:	 	GV 2016 GP, L.P., its General Partner
	By:	 	GV 2016 GP, L.L.C., its General Partner
		
	By:	 	/s/ Daphne M. Chang
	Name:	 	Daphne M. Chang
	Title:	 	Authorized Signatory
	
	 Attn: GV Legal Department
 1600
Amphitheatre Parkway

	Mountain View, CA 94043
	Email: notice@gv.com



  

FORTY SEVEN, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 SIGNATURE PAGE 









 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

  

			
	INVESTOR:
	
	HADLEY HARBOR MASTER INVESTORS (CAYMAN) II, L.P.
	
	By: Wellington Management Company LLP, as investment adviser
		
	By:	 	/s/ Emily Babalas
	Name:	 	Emily Babalas
	Title:	 	Managing Director and Counsel
	
	c/o Wellington Management Company LLP
	 Legal and Compliance
 280 Congress
Street

	Boston, MA 02210
	Telephone number: (617) 790-7429
	Attn: Emily Babalas
	Email: seclaw@wellington.com



  

FORTY SEVEN, INC. 

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 SIGNATURE PAGE 









 EXHIBIT A 

LIST OF INVESTORS 
 Lightspeed Venture
Partners X, L.P. 
 Lightspeed Affiliates X, L.P. 
 Lightspeed
Venture Partners Select II 
 Clarus Lifesciences III, L.P. 

The Freidenrich Family Trust (John Freidenrich Trustee) 

Freidenrich Twenty-Fifty, Ltd. 
 Sutter Hill Ventures, A
California Limited Partnership 
 William H. Younger, Jr., Trustee of The William H. Younger, Jr. Revocable Trust U/A/D 8/5/09 

Yovest, L.P. 
 Tench Coxe and Simone Otus Coxe, Co-Trustees of The Coxe Revocable Trust U/A/D 4/23/98 
 Rooster Partners, L.P. – Fund No. 2 

Jeffrey W. Bird and Christina R. Bird, Co-Trustees of Jeffrey W. and Christina R. Bird Trust U/A/D 10/31/00 

NestEgg Holdings, LP 
 James N. White and Patricia A.
O’Brien, Co-Trustees of The White Revocable Trust U/A/D 4/3/97 
 James N. White, Trustee of Sierra Trust U/A/D
12/16/1997 
 RoseTime Partners L.P. 
 Andrew T. Sheehan and
Nicole J. Sheehan as Trustees of Sheehan 2003 Trust 
 Michael L. Speiser and Mary Elizabeth Speiser, Co-Trustees of
Speiser Trust U/A/D 7/19/06 
 Stefan A. Dyckerhoff and Wendy G. Dyckerhoff-Janssen, or their successor(s) as Trustees under the Dyckerhoff 2001 Revocable
Trust Agreement dated August 30, 2001 
 Samuel J. Pullara III and Lucia Choi Pullara, Co-Trustees of The
Pullara Revocable Trust U/A/D 8/21/13 
 Douglas T. Mohr and Beth Z. Mohr, Co-Trustees of The Mohr Family Trust
U/A/D 2/17/15 

  
 A-1 









 David E. Sweet and Robin T. Sweet as Trustees of The David and Robin Sweet Living Trust Dated 7/6/04 

Patrick Andrew Chen and Yu-Ying Chiu Chen as Trustees of Patrick and Ying Chen 2001 Living Trust Dated 3/17/01 

Barbara Niss, Trustee Barbara Niss 2013 Revocable Trust Dated December 18, 2013 

Patricia Tom 
 Wells Fargo Bank, N.A. FBO SHV Profit Sharing
Plan FBO Tench Coxe 
 Wells Fargo Bank, N.A. FBO James N. White Roth IRA 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Andrew T. Sheehan 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Andrew T. Sheehan (Rollover) 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Samuel J. Pullara III 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Diane J. Naar 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Robert Yin 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Barbara Niss 

Anvest, L.P. 
 Saunders Holdings, L.P. 

James C. Gaither, Trustee of The Gaither Revocable Trust U/A/D 9/28/2000 

Tallack Partners, L.P. 
 Chatter Peak Partners, L.P. 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover) 

Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Yu-Ying Chen 

Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO Patricia Tom (Pre) 

GV 2015, L.P. 
 GV 2016, L.P. 

WS Investment Company, LLC (2016A) 
 GC&H Investments, LLC


  
 A-2 









 Allen Revocable Trust 

ALBI Consulting 
 Brook Byers 

The Board of Trustees of the Leland Stanford Junior University 

Olivier Nomellini Revocable Trust UA 03/24/2011, Kenneth Edward Olivier and Angela Nomellini, Trustees 

Golden Ridge Developments Limited 
 Hadley Harbor Master
Investors (Cayman) II L.P. 

  
 A-3