EX-4.2





 EXHIBIT 4.2 

Execution Version 
 SECOND
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
 THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this
“Agreement”) is made as of the 17th day of July, 2019, by and among Frequency Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the
investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. 

RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred
Stock, Series B Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to that certain Amended and Restated Investors’
Rights Agreement dated as of October 17, 2018, by and among the Company and such Existing Investors (the “Prior Agreement”); and 

WHEREAS, the Existing Investors are holders of a majority of the Registrable Securities of the Company (as defined in the Prior
Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and 

WHEREAS, certain of the Investors are parties to that certain Series C Preferred Stock Purchase Agreement of even date herewith by and
among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and delivery of this Agreement by such Investors,
Existing Investors holding a majority of the Registrable Securities, and the Company; 
 NOW, THEREFORE, the Existing Investors
hereby agree that the Prior Agreement shall be amended and restated, and the parties to this Agreement further agree as follows: 

1.    Definitions. For purposes of this Agreement: 

1.1    “Affiliate” means, with respect to any specified Person, any other Person who, directly or
indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any investment fund now or hereafter existing
that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person. 

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












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

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

1.7    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 1.8    “Excluded Registration” means (i) a registration
relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that
does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is
Common Stock issuable upon conversion of debt securities that are also being registered. 
 1.9    “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 

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

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

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

1.13    “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, of a natural person referred to herein. 

  
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 1.14    “Initiating Holders” means, collectively,
Holders who properly initiate a registration request under this Agreement. 
 1.15    “IPO” means the
Company’s first underwritten public offering of its Common Stock under the Securities Act. 

1.16    “Major Investor” means any Investor that, individually or together with such Investor’s
Affiliates, holds at least 2,178,504 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), except for any Investor that the
Board of Directors has reasonably determined to be a competitor of the Company. For the purpose of this Agreement, no Major Investor or an Affiliate of a Major Investor shall be deemed to be a “competitor” of the Company. 

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

1.18    “Person” means any individual, corporation, partnership, trust, limited liability company,
association or other entity. 
 1.19    “Preferred Director” has the meaning assigned to such term in
the Certificate of Incorporation. 
 1.20    “Preferred Stock” means the Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock. 

1.21    “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of
the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, in each case
acquired by the Investors after the date hereof; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or
in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding, however, (x) in all cases, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this
Agreement are not assigned pursuant to Section 6.1, and (y) for purposes of Section 2, any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement. 

1.22    “Registrable Securities then outstanding” means the number of shares determined by adding the
number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable
Securities. 
 1.23    “Restricted Securities” means the securities of the Company required to bear the
legend set forth in Section 2.12(b) hereof. 

  
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 1.24    “Requisite Investors” means Investors holding
a majority the then outstanding Preferred Stock, voting together as a single class. 
 1.25     “SEC”
means the Securities and Exchange Commission. 
 1.26    “SEC Rule 144” means Rule 144 promulgated by
the SEC under the Securities Act. 
 1.27    “SEC Rule 145” means Rule 145 promulgated by the SEC under
the Securities Act. 
 1.28    “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 
 1.29    “Selling Expenses” means all underwriting
discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by
the Company as provided in Section 2.6. 
 1.30    “Series A Preferred Stock” means shares
of the Company’s Series A Preferred Stock, par value $0.001 per share. 
 1.31    “Series A-1 Preferred Stock” means shares of the Company’s Series A-1 Preferred Stock, par value $0.001 per share. 

1.32    “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value
$0.001 per share. 
 1.33    “Series B-1 Preferred Stock” means
shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share. 

1.34    “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value
$0.001 per share. 
 2.    Registration Rights. The Company covenants and agrees as follows: 

2.1    Demand Registration. 

(a)    Form S-1 Demand. If at any time after the earlier of (i) two
(2) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders holding at least forty percent (40%) of
the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least twenty-five percent (25%) of the Registrable Securities then outstanding (or
a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the
“Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 

  
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registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Section 2.1(c) and Section 2.3. 
 (b)    Form S-3
Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders that the Company file a Form
S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the
Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days
after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration
by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and
Section 2.3. 
 (c)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders
requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be
materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action
with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided,
however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during
such ninety (90) day period other than an Excluded Registration. 
 (d)    The Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date
that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become
effective; (ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) during
the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the
Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as
the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration 

  
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expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as
“effected” for purposes of this Section 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Section 2.1(c), then the Initiating Holders may withdraw their
request for registration and such registration will not be counted as “effected” for purposes of this Section 2.1(d).  

2.2    Company Registration. If the Company proposes to register (including, for this purpose, a registration
effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall,
at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of
Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses)
of such withdrawn registration shall be borne by the Company in accordance with Section 2.6. 

2.3    Underwriting Requirements. 

(a)    If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The
underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration
shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting and reasonably satisfactory to the
Holders holding a majority of the Registrable Securities participating in such offering; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to
such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal
to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.3, if the managing underwriters advise the Initiating Holders in writing that marketing factors require a limitation on
the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the
underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as
shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such 

  
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underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.  

(b)    In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to
Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and
its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the
underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in
proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in
the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below
twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other
stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the
partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any
of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons
included in such “selling Holder,” as defined in this sentence. 
 (c)    For purposes of Section 2.1, a
registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable
Securities that Holders have requested to be included in such registration statement are actually included. 

2.4    Obligations of the Company. Whenever required under this Section 2 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 

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

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

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

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

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

(h)    promptly make available for inspection by the selling Holders, any managing underwriters participating in any
disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the 

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

(j)    after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the
Company amend or supplement such registration statement or prospectus. 
 2.5    Furnish Information. It
shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6    Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with
registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the
reasonable fees and disbursements, not to exceed $35,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of
a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the
Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered
pursuant to this Section 2 shall be borne and paid by the Holders other than fees and disbursements of counsel to any Holder (other than the Selling Holder Counsel), which shall be borne solely by the Holder engaging such
counsel pro rata on the basis of the number of Registrable Securities registered on their behalf. 
 2.7    Delay of
Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or
implementation of this Section 2. 

  
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 2.8    Indemnification. If any Registrable Securities are
included in a registration statement under this Section 2: 
 (a)    To the extent permitted
by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the
Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter,
controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred;
provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished
by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration except to the extent such information was corrected in a subsequent writing prior to or
concurrently with the sale of Registrable Securities to the Person asserting the claim. 
 (b)    To the extent
permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company
within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such
underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of
such selling Holder expressly for use in connection with such registration which was not corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting the claim; and each such selling
Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are
incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(e) exceed the
proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

(c)    Promptly after receipt by an indemnified party under this Section 2.8 of notice of the
commencement of any action (including any governmental action) for 

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

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

  
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 (e)    Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control;
provided that in no event shall any indemnity obligations of any Holder exceed the net proceeds from the offering received by such Holder. 

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

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

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

2.10    Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall
not, without the prior written consent of the Requisite Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any
registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable
Securities of the Holders that are included; provided that this limitation shall not apply to Registrable Securities by any additional Investor who becomes a party to this Agreement in accordance with Section 6.9. 

  
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 2.11    “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus
relating to the IPO, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an
underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule
2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or
warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the
effective date of the registration statement for such offering (and for the avoidance of doubt, specifically excluding any shares acquired in or following the offering) or (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise.
The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if
all officers, directors and holders of one percent (1%) of the Company’s issued and outstanding Common Stock (assuming (i) the conversion into Common Stock of all outstanding shares of Preferred Stock and any other securities convertible
into Common Stock, if any, (ii) the exercise of all outstanding stock options and warrants and (iii) the issuance and/or exercise of all shares reserved under the Company’s stock incentive plans) are subject to similar agreements. The
underwriters in connection with the IPO are intended third-party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each
Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with the IPO that are consistent with this Section 2.11 or that are necessary to give further effect thereto.

 2.12    Restrictions on Transfer. 

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

  
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referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions
of Section 2.12(c)) be stamped or otherwise imprinted with a legend substantially in the following form: 
 THE SECURITIES
REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 
 THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS
OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company
making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 

(c)    The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all
respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed
transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in
sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the
Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or
transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to
the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such
Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; (y)
any transaction in which RTW Investments, LP distributes Restricted Securities to an investment fund for which it serves as investment advisor for consideration equal to or less than the aggregate purchase price paid by RTW Investments, LP under the
Purchase Agreement; or (z) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this
Section 2.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in


  
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Section 2.12(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in
order to establish compliance with any provisions of the Securities Act. 
 2.13    Termination of Registration
Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the first to occur of: 

(a)    the closing of a Deemed Liquidation event, as such term is defined in the Certificate of Incorporation; 

(b)    such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all such
Holder’s shares without limitation during a three month period without registration; 
 (c)    the fifth
anniversary of the IPO. 
 3.    Information Rights. 

3.1    Delivery of Financial Statements. The Company shall deliver to each Major Investor: 

(a)    as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal
year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable
amounts for the prior year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and
(iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally or regionally recognized standing selected by the Company; 

(b)    as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each fiscal
year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except
that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(c)    as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income
statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(d)    as soon as practicable, but in any event no later than thirty (30) days prior to the beginning of each fiscal
year, a budget and business plan for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors in accordance with Section 5.4, 

  
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including the majority of the Preferred Directors, and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after
prepared, any other budgets or revised budgets prepared by the Company; and 
 (e)    such other information relating to
the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide
information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure
of which would adversely affect the attorney-client privilege between the Company and its counsel. 
 If, for any period, the Company has any subsidiary
whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all
such consolidated subsidiaries.
 Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease
providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it
reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such
time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. 

3.2    Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to visit
and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the
Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or
confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3    Termination of Information Rights. The covenants set forth in Sections 3.1 and 3.2
shall terminate and be of no further force or effect (i) immediately before the consummation of a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the
Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first; provided, that, with respect to clause (iii), the covenants set forth in
Section 3.1 shall only terminate if the consideration received by the Major Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities unless the Investors receive financial
information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1. 

  
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 3.4    Confidentiality. Each Investor agrees that such Investor
will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company and to report the performance of the Company to its investors or limited partners) any confidential information
obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general
(other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is
or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information
(i) to its attorneys, accountants, consultants, fund managers, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any
Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such
Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and requires such Person to maintain the confidentiality of such information; or (iv) as may otherwise be
required by law, regulation, rule, court order or subpoena, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company understands
and acknowledges that in the regular course of each Major Investor and any of their respective representatives currently may be invested in, may invest in or may consider investments companies that have issued securities that are publicly traded
(each, a “Public Company”). Accordingly, the Company covenants and agrees that before providing material non-public information about a Public Company (“Public Company
Information”) to each Major Investor, as applicable, the Company will use commercially reasonable efforts to provide prior written notice to the compliance personnel at each such Major Investor, as applicable, describing such information in
reasonable detail. The Company shall not disclose Public Company Information to a Major Investor without written authorization from the applicable compliance personnel, provided, however, that, the Company will be permitted to disclose agreements
entered into with Public Companies in the ordinary course of business, such as routine customer, supplier, advertising and publishing agreements without such written authorization. 

4.    Rights to Future Stock Issuances. 

4.1    Right of First Offer. Subject to the terms and conditions of this Section 4 and applicable securities
laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each holder of Series B Preferred Stock and Series C Preferred Stock (each a “Senior Preferred Investor”). A
Senior Preferred Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate; provided that, each such Affiliate (x) is an “accredited
investor” (as defined Rule 501(a) under the Securities Act), (y) is not a competitor of the Company (as the term “competitor” is defined within Section 1.16 above), unless such party’s purchase of New
Securities is otherwise consented to by the Board of Directors, and (z) agrees to enter into this Agreement and each of the Second Amended and Restated Voting Agreement and Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement. 

  
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 (a)    The Company shall give notice (the “Offer
Notice”) to each Senior Preferred Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes
to offer such New Securities. 
 (b)    By notification to the Company within twenty (20) days after the Offer
Notice is given, each Senior Preferred Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the product of (x) the aggregate
number of New Securities times (y) a fraction, the numerator of which is the aggregate number of Conversion Shares then held by such Senior Preferred Investor (and any other Derivative Securities then held by such Senior Preferred Investor) and
the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming (i) the conversion into Common Stock of all outstanding shares of Preferred Stock and any other securities convertible
into Common Stock, if any, (ii) the exercise of all outstanding stock options and warrants and (iii) the issuance and/or exercise of all shares reserved under the Company’s stock incentive plans). At the expiration of such twenty
(20) day period, the Company shall promptly notify each Senior Preferred Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Senior Preferred
Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the
number of shares specified above, up to that portion of the New Securities for which Senior Preferred Investors were entitled to subscribe but that were not subscribed for by the Senior Preferred Investors which is equal to the product of
(x) the aggregate number of New Securities for which Senior Preferred Investors were entitled to subscribe but that were not subscribed for by the Senior Preferred Investors times (y) a fraction, the numerator of which is the aggregate
number of Conversion Shares then held by such Fully Exercising Investor and the denominator of which is the total number of Conversion Shares held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any
sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). 

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

  
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 (e)    Notwithstanding any provision hereof to the contrary, in lieu of
complying with the provisions of this Section 4.1, the Company may elect to give notice to the Senior Preferred Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms
of the New Securities. Each Senior Preferred Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Senior Preferred Investor, maintain such
Senior Preferred Investor’s percentage-ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date
notice is given to the Senior Preferred Investors. 
 4.2    Termination. The covenants set forth in
Section 4.1 shall terminate and be of no further force or effect (i) upon the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, (ii) when the Company first becomes
subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) immediately before the consummation of a Qualified IPO, as such term is defined in the Certificate of Incorporation, or (iv) such time
as no shares of Preferred Stock are outstanding, whichever event occurs first. 
 5.    Additional Covenants.

 5.1    Insurance. The Company shall use its commercially reasonable efforts to obtain, to the extent not
previously obtained prior to the date hereof, as promptly as practicable after the date hereof, from financially sound and reputable insurers, Directors and Officers liability insurance, in an amount and on other terms and conditions satisfactory to
the Board of Directors (including a majority of the Preferred Directors), and the Company will use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board of Directors determines that such
insurance should be discontinued. The policy shall not be cancelable by the Company without prior approval by the Board of Directors (including the approval of a majority of the Preferred Directors). 

5.2    Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any
subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in form and
substance satisfactory to the Board of Directors and (ii) each employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the Board of Directors. In addition, the Company shall not amend, modify,
terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors (including the approval of a
majority of the Preferred Directors). 
 5.3    Employee Stock. Unless otherwise approved by the Board of
Directors, including a majority of the Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the 

  
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Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four
(4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. 

5.4    Matters Requiring Investor Director Approval. So long as the holders of Preferred Stock are entitled to
elect a Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

 (a)    make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any
subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; 
 (b)    make,
or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the
terms of an employee stock or option plan approved by the Board of Directors, and then, not in excess of $100,000; 

(c)    adopt, amend, terminate or approve any equity incentive plan of the Company; 

(d)    approve the Budget; 

(e)    incur any aggregate indebtedness for borrowed money in excess of $500,000 that is not already included in a budget
approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; 

(f)    otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any
“associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person that involve payments in excess of $50,000 in the aggregate in any one year that are not otherwise made on
an arms-length basis; 
 (g)    hire, terminate, or change the compensation of the executive officers of the Company,
including approving any option grants or stock awards to such senior management; 
 (h)    change the principal business
of the Company, enter new lines of business, or exit the current line of business; 
 (i)    make any investment
inconsistent with any investment policy approved by the Board of Directors; 
 (j)    sell, assign, license, pledge, or
encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; 

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

(l)    enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company
or to the Company of money or assets greater than $500,000; or 
 (m)    permit any subsidiary to do any of the
foregoing. 
 5.5    Board Matters. The Company shall reimburse members of the Board of Directors for all
reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with (i) attending meetings of the Board of
Directors and (ii) other travel and other expenses related to the Company for non-Board of Directors matters conducted at the request of the Company. The Board shall meet approximately every three
calendar months (four (4) times per year) unless the Board, including a majority of the Preferred Directors, determine otherwise. 

5.6    Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges
into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the
obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation,
or elsewhere, as the case may be. 
 5.7    Indemnification Matters. 

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

  
 21 













 
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Investor Director against the Company. The Investor Directors and the Investor
Indemnitors are intended third-party beneficiaries of this Subsection 5.7 and shall have the right, power and authority to enforce the provisions of this Subsection 5.7 as though they were a
party to this Agreement. 
 (b)    The Company further agrees that it shall deliver an indemnification agreement in the
form previously approved by the Company’s Board of Directors to any person who becomes a member of the Board of Directors as a director elected by the holders of Preferred Stock after the date hereof. 

5.8    Right to Conduct Activities. The Company hereby agrees and acknowledges that certain Investors (together
with their respective Affiliates) are professional investment funds that purchase and trade securities in the private and public markets, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the
Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities,
of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under
applicable law, such Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by such Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer
or other representative of such Investors to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental
effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this
Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Subject to clause (y) of the preceding sentence, nothing in this Agreement shall preclude, create an
obligation or duty, or in any way restrict Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing in a particular enterprise, whether or not such enterprise has products or
services which compete with those of the Company. 
 5.9    FCPA. The Company 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 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 shall (and shall cause each of its subsidiaries and affiliates to) use commercially reasonable efforts to maintain systems of internal controls (including, but not limited
to, 

  
 22 













 
accounting systems, purchasing systems and billing systems) to ensure compliance in all material respects 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. 

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

6.    Miscellaneous. 

6.1    Successors and Assigns. The rights under this Agreement may be assigned (but only with all related
obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s
Immediate Family Members; or (iii) after such transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however,
that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and
(y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For the purposes of determining the
number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the
benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights
shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of
this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their
respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

6.2    Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard
to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 

6.3    Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute 

  
 23 













 
one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,
e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

6.4    Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not
to be considered in construing or interpreting this Agreement. 
 6.5    Notices. All notices and other
communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention
of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to
the Company, a copy shall also be sent to Latham & Watkins LLP, 1000 Winter Street, Suite 3700, Waltham, Massachusetts 02451, Attention: John Chory, and if notice is given to the Investors, a copy shall also be given to Goodwin Procter LLP,
100 Northern Avenue, Boston, Massachusetts 02210, Attention: Lawrence Wittenberg and Orrick, Herrington & Sutcliffe LLP, 1 Chome-6-1 Roppongi, Minato, Tokyo 106-6028, Japan, Attention: Hiroki Sugita, and Tannenbaum Helpern Syracuse & Hirschtritt LLP, 900 Third Avenue, New York, New York, Attention: David R. Lallouz and Wilson Sonsini Goodrich & Rosati,
28 State Street, 37th Floor, Boston, Massachusetts 02109-5703, Attn: Jennifer Fang, Esq. 

6.6    Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Requisite Investors; provided that the Company may in its sole discretion
waive compliance with Section 2.12(c); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this
Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor or any class or series of Preferred Stock without, as applicable, the written consent of such Investor or the holders of
a majority of shares of such series or class issued and outstanding, unless such amendment, termination, or waiver applies to all Investors or classes or series, as applicable, in the same fashion (it being agreed that a waiver of the provisions of
Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by
agreement with the Company, purchase securities in such transaction). Any amendment, termination, or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has
consented thereto. No waivers of or exceptions to any term, condition, or provision 

  
 24 













 
of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 

6.7    Severability. In case any one or more of the provisions contained in this Agreement is for any reason held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so
that it will be valid, legal, and enforceable to the maximum extent permitted by law. 
 6.8    Aggregation of
Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as
among themselves in any manner they deem appropriate. 
 6.9    Additional Investors. Notwithstanding anything to
the contrary contained herein, if the Company issues additional shares of the Company’s Series C Preferred Stock after the date hereof, any purchaser of such shares of Series C Preferred Stock may become a party to this Agreement by
executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this
Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 

6.10    Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and
entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. Upon the effectiveness
of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. 

6.11    Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction
of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to
commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by
way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that
the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY
TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR
THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,


  
 25 













 
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY
DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
 6.12    Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative. 
 6.13    Further Assurances. At any time or from time to time
after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request
in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder. 

6.14    Acknowledgment. The Company acknowledges that the Investors are in the business of venture capital
investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this
Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; provided,
however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any
director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. 
 [Remainder of Page
Intentionally Left Blank] 

  
 26 













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

			
	COMPANY:
	
	FREQUENCY THERAPEUTICS, INC.
		
	By:	 	/s/ David Lucchino


 
			
	Name:	 	David Lucchino


 
			
	Title:	 	President and Chief Executive Officer



  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS:
	
	PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
		
	By:	 	/s/ James H. Mannix
		 	 Name: James H. Mannix
 Title:
C.O.O




  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS:
	
	RTW MASTER FUND, LTD.
		
	By:	 	/s/ Roderick Wong, M.D.
		 	 Name: Roderick Wong, M.D.
 Title:
Director

	
	INVESTORS:
	
	RTW INNOVATION MASTER FUND, LTD.
		
	By:	 	/s/ Roderick Wong, M.D.
		 	 Name: Roderick Wong, M.D.
 Title:
Director

	
	INVESTORS:
	
	RTW INVESTMENTS, LP
		
	By:	 	/s/ Roderick Wong, M.D.
		 	 Name: Roderick Wong, M.D.
 Title:
Director




  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS:
	
	667, L.P.
	
	By: BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general
partner.
		
	By:	 	/s/ Scott Lessing
		 	 Name: Scott Lessing
 Title:
President

	
	BAKER BROTHERS LIFE SCIENCES, L.P.
	
	By: BAKER BROS. ADVISORS LP, management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to Baker
Brothers Life Sciences, L.P., and not as the general partner.
		
	By:	 	/s/ Scott Lessing
		 	 Name: Scott Lessing
 Title:
President




  

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













 
			
	INVESTORS:
	
	TAIWANIA CAPITAL BUFFALO II BIOVENTURES, LP
	
	By: ITS INVESTMENT MANAGER, TAIWANIA CAPITAL MANAGEMENT CORPORATION
		
	By:	 	/s/ Jerome Shen, PhD
		 	 Name: Jerome Shen, PhD
 Title: Managing
Director & Head of Life Science Investments




  

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	INVESTORS:
	
	YONGCHENG (CAYMAN) LIMITED
	
	FOR AND ON BEHALF OF YONCHENG (CAYMAN) LIMITED
		
	By:	 	/S/ ILLEGIBLE
		 	 Name:
 Title:

	
	YONGDE (CAYMAN) LIMITED
	
	FOR AND ON BEHALF OF YONDE (CAYMAN) LIMITED
		
	By:	 	/S/ ILLEGIBLE
		 	 Name:
 Title:

	
	POWERFUL ANCHOR (CAYMAN) LIMITED
	
	FOR AND ON BEHALF OF YONDE (CAYMAN) LIMITED
		
	By:	 	/S/ ILLEGIBLE
		 	 Name:
 Title:




  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS:
	
	Paul Martin Janes and Stacy Packard Janes
		
	By:	 	/s/ Paul Martin Janes
		 	 Name: Paul Martin Janes
 Title:

		
	By:	 	/s/ Stacy Packard Janes
		 	 Name: Stacey Packard Janes

Title:




  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS:
	
	EVAN ANDREW KNISELY TRUST U/A DTD 10/13/2017
		
	By:	 	/s/ Evan Knisely    
		 	 Name:
 Title:




  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS: 
	
	TRISHA NICOLE ARTEAGA KNISELY TRUST U/A DTD 10/13/2017 
		
	By:	 	/s/ Evan Knisley


 
			
	Name:	 	


 
			
	Title:	 	



  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
			
	INVESTORS:
	
	NEWMAN FAMILY HOLDINGS, LLC
		
	By:	 	/s/ Harold Newman
		 	 Name: Harold Newman
 Title:
Manager




  

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













 
			
	INVESTORS:
	
	THE NEWMAN 1998 GRANDCHILDREN TRUST
		
	By:	 	/s/ David Peters
		 	 Name: David Peters, VP, NBTCDE NA
 Title:
Trustee




  

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













 
			
	INVESTORS:
	
	James A. Aylward and Kija Kim JTWROS
		
	By:	 	/s/ James A. Aylward


 
			
	Name:	 	James A. Aylward


 
			
	Title:	 	


 
			
		
	By:	 	/s/ Kija Kim


 
			
	Name:	 	Kija Kim


 
			
	Title:	 	



  

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













 
			
	INVESTORS:
	
	Brian Marcinek, Separate Estate
		
	By:	 	/s/ Brian J Marcinek
		 	 Name: Brian J Marcinek, separate estate

Title:




  

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













 
	
	INVESTORS:
	
	   

	Jeffrey M. Karp
	
	   

	Robert S. Langer
	
	   

	Christopher R. Loose
	
	/s/ David L. Lucchino
	David L. Lucchino
	
	   

	Will J. McLean
	
	   

	David Stone
	
	   

	Rajesh Manchanda
	
	/s/ Timothy Barberich
	Timothy Barberich


  

			
	TRB Fund Equity LLC
		
	By:	 	/s/ Heath Watkin
	Name:	 	Heath Watkin
	Title:	 	Chief Investment Officer



  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
	
	INVESTORS:
	
	   

	Aaron Boyd
	
	   

	Ajay Rai


  

			
	THE ALAIN J. COHEN REVOCABLE TRUST
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	 ANDREW S. FRAZIER REVOCABLE TRUST

UA 5-24-2010

		
	By:	 	/s/ Andrew S. Frazier


 
			
	Name:	 	Andrew S. Frazier


 
			
	Title:	 	Trustee


  

	
	/s/ Marc A. Cohen, Attorney-in-Fact 

	Alan Wade


  

			
	THE ALAIN J. COHEN REVOCABLE TRUST
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	 WV INVESTMENT TRUST B U/D/T DTD.

9/2/15

		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

	
	/s/ Marc A. Cohen, Attorney-in-Fact 

	Alexander D. Williams



  

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RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 
	
	INVESTORS:
	
	ALEXANDRIA VENTURE INVESTMENTS, LLC
	
	 By:
  

	 Name:
 Title:



  

	
	
	/s/ Anthony DiBenedetto
	Anthony DiBenedetto
	
	   

	Benjamin Inker
	
	/s/ Berenice Ronthal
	/s/ Marc A. Cohen, Attorney-in-Fact
	Berenice Ronthal
	
	/s/ Brian D. Johnson
	Brian D. Johnson
	
	/s/ Marc A. Cohen, Attorney-in-Fact 

	Bruce Geismar


  

			
	AXIL CAPITAL PARTNERS
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

	
	THE SHIN FAMILY REVOCABLE TRUST
	
	 By:
  

	 Name: Brian Shin
 Title:
Trustee




  

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













 
			
	INVESTORS:
	
	AXIL LIFE SCIENCE & HEALTHCARE FUND I L.P.
		
	By:	 	/s/ Frederick Shane


 
			
	Name:	 	Frederick Shane


 
	
	Title: Managing Partner of AXIL CAPITAL PARTNERS LLP as GENERAL PARTNER OF AXIL LIFE SCIENCE & HEALTHCARE FUND I L.P.



  

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













 
	
	INVESTORS:
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Bruce L. Downey
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Cameron Lickle
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Christopher C. Hentemann
	
	   

	Christopher N. Garabedian
	
	   

	Clarence Gregory
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Dale Mcelhattan III
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Daniel Crowe
	
	   

	Daniel O’Neill


  

			
	THE BARBERICH FAMILY TRUST
		
	By:	 	/s/ Timothy Barberich
	Name:	 	
	Title:	 	


  

	
	THE CAREY/MITRANO FAMILY TRUST
	
	 By:
  

	Name:
	Title:



  

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













 
			
	INVESTORS:
	
	CALISEMANA, LLC


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	CHRISTINE M. PARSEGHIAN REVOCABLE TRUST


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	HENTEMANN GRANTOR RETAINED ANNUITY TRUST


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	CREATIVE VENTURES LLC


 
			
		
	By:	 	/s/ John Simon


 
			
	Name:	 	John Simon


 
			
	Title:	 	Managing Director


 
			
	
	DF INVESTMENT PARTNERS, LLC


 
			
		
	By:	 	/s/ Glenn Dubin


 
			
	Name:	 	Glenn Dubin


 
			
	Title:	 	Managing Member



  

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













 
	
	INVESTORS:
	
	EDWARD B. ROBERTS TRUST - 2003
	
	 By:
  

	 Name: Edward B. Roberts
 Title:

	
	   

	David Galas
	
	   

	Diane Isonaka
	
	/s/ David Ganek
	David Ganek
	
	   

	David G. McDonald
	
	/s/ Donald E. Brown
	Donald E. Brown
	
	   

	Don Laurie
	
	   

	Donald Law
	
	   

	Douglas C. Boyd
	
	   

	Eric S. Dobkin
	
	/s/ Eric Swann
	Eric Swann
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Evan Knisely
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Trisha Knisely



  

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













 
	
	INVESTORS:
	
	/s/ Frank J. Lucchino
	Frank J. Lucchino
	
	   

	Roberta F. Lucchino
	
	   

	Geoffrey Loose
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Gus Kaloudis
	
	/s/ Harold J. Newman
	Harold J. Newman
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	H. Lawrence Culp
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Andrew Wartell
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Patricia Wartell
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Ruth Wartell
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Richard Wartell
	
	/s/ James C. Foster
	James C. Foster
	
	   

	James P. McKelvy
	
	/s/ Jean-Louis Bruguiere
	Jean-Louis Bruguiere
	
	/s/ Catherine Bruguiere
	Catherine Bruguiere



  

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













 
	
	INVESTORS:
	
	   

	Jeffrey Kindler
	
	/s/ Jeffrey M. Solomon
	Jeffrey M. Solomon
	
	   

	Joel S. Marcus
	
	   

	John Surovek
	
	   

	Anne Surovek
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	John F.W. Rogers
	
	   

	John H. Chory
	
	   

	John Loose
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Jonathan Sams Edelman
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Joseph Martin
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Kelly A. Miller
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Kenneth Anderson
	
	   

	Kija Kim



  

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













 
	
	INVESTORS:
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Kirk Ott
	
	   

	Lawrence Lucchino
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Lina Won
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Linqing Yang
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Malcom Salter
	
	/s/ Marc Vigneu-Desmarest
	/s/ Marc A. Cohen, Attorney-in-Fact
	Marc Vigneau
	
	/s/ Mark C. Lowham
	Mark C. Lowham
	
	   

	Mark G. Tornillo
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Mats Wilander
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Matthew Seiden
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Michael Wartell
	
	/s/ Michael Bookman
	Michael Bookman
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Michael Murray
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Michael Seiden



  

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













 
	
	INVESTORS:
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Miles M. Stuchin
	
	   

	Nathan Boyd
	
	   

	Neal Schmitt
	
	   

	Patrick Gregory
	
	   

	Paul Martin Jones
	
	/s/ Peter L. Rukeyser
	Peter L. Rukeyser
	
	   

	Peter Weber
	
	   

	Philip W. McCarty
	
	/s/ Philip M. Byrne
	Philip M. Byrne
	
	   

	Professor Yi-Ho Young
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Randall Fort
	
	/s/ Richard Connaughton
	Richard Connaughton
	
	/s/ Brian Connaughton
	Brian Connaughton
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Dragana Connaughton



  

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













 
	
	INVESTORS:
	
	/s/ Eilish Connaughton
	Eilish Connaughton
	
	/s/ Mark Connaughton
	Mark Connaughton
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Patrick Connaughton
	
	/s/ Robert J. DiQuollo
	Robert J. DiQuollo
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Robert Sloan
	
	   

	Roger Brinner
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Roger Taylor
	
	   

	Sheng-Fu Cheng
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Stephen Brown
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Stephen Parr
	
	   

	Steve Chubb
	
	/s/ Tina Alster
	/s/ Marc A. Cohen, Attorney-in-Fact
	Tina Alster
	
	   

	Thomas A. N. Miller
	
	/s/ Todd Builione
	Todd Builione



  

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













 
	
	INVESTORS:
	
	   

	Todd Gershkowitz
	
	/s/ Marc A. Cohen, Attorney-in-Fact
	Todd Kaloudis
	
	   

	Wen-Chi Chen
	
	   

	William A. Sahlman
	
	   

	Yen-Fu Cheng
	
	   

	Zhe Qiu
	
	/s/ Susan Korsmeyer
	Susan Korsmeyer


  

			
	EMIGRANT CAPITAL CORP.
		
	By:	 	/s/ Chris Hammond


 
			
	Name:	 	Chris Hammond


 
			
	Title:	 	Executive Vice President


 
			
	
	ERP HOLDINGS


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	EVANS INVESTMENT MANAGEMENT LLC
	
	 By:
  

/s/ Marc A. Cohen,
Attorney-in-Fact



 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact



  

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













 
			
	INVESTORS:
	
	FT-FJ INVESTMENT, LLC
		
	    	 	 BY: AXIL LIFE SCIENCE & HEALTHCARE

FUND I INVESTMENT LIMITED
 PARTNERSHIP, ITS ATTORNEY-IN-FACT

		
		 	 BY: AXIL CAPITAL PARTNERS LLP, ITS
 GENERAL
PARTNER



  

			
	By:	 	/s/ Frederick Shane


 
			
	Name:	 	Frederick Shane


 
			
	Title:	 	Managing Partner


  

	
	GOLDENVIEW GROUP HOLDINGS LTD.
	
	 By:
  

	 Name:
 Title:



  

			
	GRACIE PARTNERS LLC


 
			
		
	By:	 	/s/ David R. Salomon


 
			
	Name:	 	David R. Salomon


 
			
	Title:	 	Managing Member


 
			
	
	GREGORY J. PARSEGHIAN REVOCABLE TRUST


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


 
			
	
	JDSD INVESTMENTS, LTD.


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact



  

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













 
			
	INVESTORS:


 
			
	
	 JONATHAN SAMS EDELMAN 
 REVOCABLE
TRUST 



 
			
		
	By:	 	/s/ Jonathan Edelman


 
			
	Name:	 	


 
			
	Title:	 	


 
			
	
	KIP RE-UP FUND


 
			
		
	By:	 	/s/ Sangwoo Lee


 
			
	Name:	 	Sangwoo Lee


 
			
	Title:	 	Managing Director


 
			
	
	LOWHAM LIMITED PARTNERSHIP


 
			
		
	By:	 	/s/ Mark Lowham


 
			
	Name:	 	


 
			
	Title:	 	


 
			
	
	JOSEPH W. DELLO RUSSO FAMILY TRUST


 
			
		
	By:	 	/s/ Joseph W. Dello Russo


 
			
	Name:	 	Joseph W. Dello Russo


 
			
	Title:	 	Trustee


 
			
	
	KOREA INVESTMENT FUTURE GROWTH FUND NO. 22


 
			
		
	By:	 	/s/ Sangwoo Lee


 
			
	Name:	 	Sangwoo Lee


 
			
	Title:	 	Managing Director


 
			
	
	MACRO CONTINENTAL, INC.


 
			
		
	By:	 	/s/ Carlos Gonzalez


 
			
	Name:	 	


 
			
	Title:	 	



  

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













 
			
	INVESTORS:
	
	THE MARC A. COHEN REVOCABLE TRUST


 
			
		
	By:	 	/s/ Marc Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Trustee



  

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













 
			
	INVESTORS:
	
	MADISON TECHNOLOGY, LLC


 
			
		
	By:	 	/s/ Marc Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	MARC D. KOZIN IRREVOCABLE TRUST


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	Trustee


  

			
	 MILLENNIUM TRUST COMPANY LLC

CUSTODIAN FBO STEPHEN PARR IRA



 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


  

			
	 BLAKE STUCHIN 2012 GST TRUST DATED
 11-14-12

		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	MALLORY STUCHIN 2012 GST TRUST DATED 11-14-12
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	THE SCHERMERHORN 2012 DYNASTY TRUST
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact



  

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













 
			
	INVESTORS:
	
	MORNINGSIDE VENTURE INVESTMENTS LIMITED


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	MRM FAMILY INVESTMENTS, LLC


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	NEW ESSENTIAL HOLDINGS LIMITED


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	NFS/FMTC FBO: REBECCA L. SANDERS


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	PBJ CAPITAL II, LLC


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	



  

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













 
			
	INVESTORS:
	
	POLARIS FOUNDERS CAPITAL FUND I, L.P.


 
			
		
	By:	 	/s/ Gregg Rubin


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	ANN MARIE KRIS OTT TRUST OF 2007


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	EMILY ANN OTT TRUST OF 2007


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Trust


  

			
	RIVERSIDE INVESTORS LLC


 
			
		
	By:	 	/s/ Mark Speers


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	ROBERT B. CALHOUN 2013 REVOCABLE TRUST


 
			
		
	By:	 	/s/ Robert B. Calhoun


 
			
	Name:	 	


 
			
	Title:	 	



  

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













 
			
	INVESTORS:
	
	RS STATA, LLC


 
			
		
	By:	 	/s/ Robert L. Carson


 
			
	Name:	 	Robert L. Carson


 
			
	Title:	 	Manager


  

			
	RUSHEEN CAPITAL PARTNERS, LLC


 
			
		
	By:	 	/s/ James AC McDermott


 
			
	Name:	 	James AC McDermott


 
			
	Title:	 	Managing Member


  

			
	SAM INVESTMENTS


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	SIGNAX TECHNOLOGY CAPITAL INC.


 
			
		
	By:	 	/s/ Chin-Feng Sun


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	STONEMEADOW PARTNERS, LLC


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	TA YA VENTURE HOLDINGS LIMITED


 
			
		
	By:	 	/s/ Jack Lee


 
			
	Name:	 	Jack Lee


 
			
	Title:	 	General Manager



  

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













 
			
	INVESTORS:
	
	 THE STEPHEN SOLOMON 2012

IRREVOCABLE TRUST



 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	TEICH TECHNOLOGY INVESTMENTS, LLC


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	VP COMPANY INVESTMENTS 2008, LLC


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	WAKARA FREQUENCY INVESTMENT LLC


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	WARHAWK FUND, LLC


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	



  

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













 
			
	INVESTORS:
	
	WILLIAM AND SUSAN AHLSTROM FAMILY TRUST


 
			
		
	By:	 	/s/ Marc A. Cohen


 
			
	Name:	 	Marc A. Cohen


 
			
	Title:	 	Attorney-in-Fact


  

			
	WISDOM ORIENT CO., LTD.


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	YONGCHENG (CAYMAN) LIMITED


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	YONGDE (CAYMAN) LIMITED


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	


  

			
	ZHI GAO HOLDING LIMITED


 
			
		
	By:	 	 


 
			
	Name:	 	


 
			
	Title:	 	



  

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













 
			
	INVESTORS:
	
	JEROME TROWE GST TRUST


 
			
		
	By:	 	/s/ Lawrence Bookman


 
			
	Name:	 	Lawrence Bookman


 
			
	Title:	 	Trustee


  

			
	 WYANDANCH PARTNERS,
L.P



 
			
		
	By:	 	/s/ Keith Gollust
		 	Name:  Keith Gollust
		 	Title:


  

			
	DEERFIELD PRIVATE DESIGN FUND IV, L.P.
	
	 By: Deerfield Mgmt IV, L.P.
 General
Partner

	
	 By: J.E. Flynn Capital IV, LLC

General Partner



  

			
	BY:	 	/s/ David J. Clark


 
			
	Name:	 	David J. Clark


 
			
	Title:	 	Authorized Signatory


  

			
	DEERFIELD SPECIAL SITUATIONS FUND, L.P.
	
	 By: Deerfield Mgmt, L.P.
 General
Partner

	
	 By: J.E. Flynn Capital, LLC
 General
Partner



  

			
	By:	 	/s/ David J. Clark


 
			
	Name:	 	David J. Clark


 
			
	Title:	 	Authorized Signatory



  

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













 
			
	INVESTORS:
	
	/s/ Ali J. Satvat
	Ali J. Satvat


  

			
	/s/ Carla Newman
	Carla Newman


  

			
	/s/ Philip W. McCarty
	Philip W. McCarty


  

			
	 
	Donald E. Brown


  

			
	 TEICH TECHNOLOGY INVESTMENTS, LLC

		
	By:	 	/s/ Jay Teich
		 	Name:
		 	Title:



  

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













 
			
	INVESTORS:
	
	/s/ John Canepa
	John Canepa


  

			
	PBJ CAPITAL II, LLC
		
	By:	 	/s/ PBJ Capital
		 	Name:
		 	Title:



  

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













 
			
	INVESTORS:
	
	 MIZUHO SECURITIES PRINCIPAL

INVESTMENT CO., LTD.



 
			
		
	By:	 	/s/ Ryota Suzuki


 
			
	Name:	 	Ryota Suzuki


 
			
	Title:	 	CEO & President



  

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













 SCHEDULE A 

Investors 
 Perceptive Life
Sciences Master Fund, Ltd. 
 [***] 
 Axil Life
Science & HealthCare Fund I Investment, L.P. 
 [***] 

RTW Master Fund, Ltd. 
 [***] 

RTW Innovation Master Fund, Ltd. 
 [***] 

RTW Investments, LP 
 [***] 

Taiwania Capital Buffalo II Bioventures, L.P. 
 [***] 

Emigrant Capital Corp. 
 [***] 

Alexandria Venture Investments, LLC 
 [***] 

Polaris Founders Capital Fund I, L.P. 
 [***] 

PBJ Capital II, LLC 
 [***] 

Macro Continental, Inc. 
 [***] 

SAM Investments 
 [***] 

Millennium Trust Company LLC Custodian FBO Stephen Parr IRA 

[***] 
 Wakara Frequency Investment LLC 

[***] 












 Warhawk Fund, LLC 

[***] 
 Warhawk Fund II, LLC 

[***] 
 Warhawk, LLC 

[***] 
 The Marc A Cohen Revocable Trust 

[***] 
 William and Susan Ahlstrom Family Trust 

[***] 
 The Schermerhorn 2012 Dynasty Trust 

[***] 
 The Alain J Cohen Revocable Trust 

[***] 
 Lowham Limited Partnership 

[***] 
 Andrew S. Frazier Revocable Trust 

[***] 
 Jonathan Sams Edelman Revocable Trust 

[***] 
 Robert B. Calhoun 2013 Revocable Trust 

[***] 
 Yongcheng (Cayman) Limited 

[***] 
 Yongde (BVI) Limited 

[***] 
 Ta Ya Venture Holdings Limited 

[***] 












 David Ganek 

[***] 
 DF Investment Partners, LLC 

[***] 
 John F.W. Rogers 

[***] 
 Alexander D. Williams 

[***] 
 Philip M. Byrne 

[***] 
 Donald E. Brown 

[***] 
 James P. McKelvy 

[***] 
 John and Anne Surovek 

[***] 
 Richard Connaughton 

[***] 
 Patrick Connaughton 

[***] 
 Dragana Connaughton 

[***] 
 Thomas A. N. Miller 

[***] 
 David G. McDonald 

[***] 












 Mark Connaughton 

[***] 
 Elish Connaughton 

[***] 
 Mark C. Lowham 

[***] 
 Brian Connaughton 

[***] 
 Joel S. Marcus 

[***] 
 Morningside Venture Investments 

[***] 
 With copies to McCarthy
Legal Services, LLC 
 [***] 

Korea Investment Future Growth Fund No. 22 

[***] 

Riverside Investors LLC 

[***] 

Creative Ventures LLC 

[***] 

Anne Marie Kris Ott Trust of 2007 

[***] 

Blake Stuchin 2012 GST Trust Dated 11-14-12

 [***] 

Edward B. Roberts Trust - 2003 

[***] 












 Emily Ann Ott Trust of 2007 

[***] 

Mallory Stuchin 2012 GST Trust Dated 11-14-12

 [***] 

Cameron Lickle 

[***] 

Joel S. Marcus 

[***] 

Dale Mcelhattan III 

[***] 

Kirk Ott 

[***] 

Peter L. Rukeyser 

[***] 

Robert Sloan and Janet Sloan 

[***] 

Alan Wade 

[***] 

Michael and Ruth Wartell, Richard Wartell, 

and Andrew and Patricia Wartell 

[***] 

Linqing Yang 

[***] 

Alan W. Rottenberg, as Trustee of WV Investment Trust B, u/d/t 

dtd. 9/2/15 

[***] 












 Calisemana, LLC 

[***] 

ERP Holdings 

[***] 

Evans Investment Management LLC 

[***] 

Goldenview Group Holdings LTD 

[***] 

Gracie Partners LLC 

[***] 

JDSD Investments, LTD 

[***] 

Kija Kim and James A. Aylward JTWROS 

[***] 

Madison Technology LLC 

[***] 

Marc D. Kozin Irrevocable Trust 

[***] 

New Essential Holdings Limited 

[***] 

Wisdom Orient Co, Ltd. 

[***] 

Wisdom Orient Co, Ltd. 

[***] 

RS Stata, LLC 

[***] 

The Shin Family Revocable Trust 

[***] 












 VP Company Investments 2008, LLC 

[***] 
 Zhi Gao Holding Limited

 [***] 
 Timothy Barberich 

[***] 
 Michael Bookman 

[***] 
 Roger Brinner 

[***] 
 Stephen Brown 

[***] 
 Mr. Wen-Chi
Chen 
 [***] 

Sheng-Fu Cheng 
 [***]

 Yen-Fu Cheng 
 [***]

 John H. Chory 
 [***] 

Steve Chubb 
 [***] 

Robert DiQuollo 
 [***] 












 Eric S. Dobkin 

[***] 
 Bruce Downey 

[***] 
 James C. Foster 

[***] 
 Todd Gershkowitz 

[***] 
 Patrick Gregory 

[***] 
 Clarence Gregory 

[***] 
 David J. Galas & Diane R. Isonaka 

[***] 
 Don Laurie 

[***] 
 Donald Law 

[***] 
 Chris Loose 

[***] 
 Geoffrey Loose 

[***] 
 John Loose 

[***] 












 Lawrence Lucchino 

[***] 
 David Lucchino 

[***] 
 Rajesh Manchanda 

[***] 
 MRM Family Investments, LLC 

[***] 
 Carla Newman 

[***] 
 Harold Newman 

[***] 
 William A. Sahlman 

[***] 
 Neal and Kara Schmitt 

[***] 
 Jeffrey Solomon 

[***] 
 David Stone 

[***] 
 Miles M. Stuchin 

[***] 
 Eric Swann 

[***] 
 Roger Taylor 

[***] 
 Professor Yi-Ho
Young 
 [***] 












 Kelly A. Miller 

[***] 
 Christopher N. Garabedian 

[***] 
 Randall Fort 

[***] 
 Ken Anderson 

[***] 
 Rusheen Capital Partners, LLC 

[***] 
 Gregory J. Parseghian Revocable Trust 

[***] 
 Christine M Parseghian Revocable Trust 

[***] 
 Paul Martin Janes and Stacy Packard Janes 

[***] 
 Hentemann Grantor Retained Annuity Trust C 
 [***] 

H. Lawrence Culp, Jr. 
 [***] 

Marc Vigneau 
 [***] 

Jonathan Sams Edelman 
 [***] 

Zhe Qiu 
 [***] 

Evan and Trisha Knisely 
 [***] 












 Trisha Nicole Artega Knisely Trust U/A DTD 10/13/2017 

[***] 
 Teich Technology Investments, LLC 

[***] 
 Aaron Boyd 

[***] 
 Douglas C. Boyd and Sheryl T. Boyd 

[***] 
 Gus Kaloudis 

[***] 
 Nathan Boyd 

[***] 
 Mizuho Securities Principal Investment Co. Ltd. 

[***] 
 Deerfield Private Design Fund IV, L.P. 

[***] 
 Deerfield Special Situation Fund, L.P. 

[***] 
 667, L.P. 

[***] 
 Baker Brothers Life Sciences, L.P. 

[***] 
 FT-FJ Investment,
LLC 
 [***] 
 Powerful Anchor (Cayman) Limited 

[***] 
 Ali J. Satvat 

[***] 












 TRB Fund Equity LLC 

[***] 

Wyandanch Partners, L.P. 

[***] 

Anthony DiBenedetto 

[***] 

Berenice Ronthal 

[***] 

Brian D. Johnson 

[***] 

Joseph W. Dello Russo Family Trust 

[***] 

Signax Technology Capital Inc. 

[***] 

Mark Speers 

[***] 

Tina Alster 

[***] 

Jerome Trowe GST Trust 

[***] 

Susan Korsmeyer 

[***] 

Todd Builione 

[***] 

John Canepa 

[***]