Common use of Board Composition Clause in Contracts

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board: (a) One (1) person elected by a majority in interest of the holders of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and (ii) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall be elected by the holders of a majority of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors). To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board: (a) One (1) one person elected designated by a majority in interest the Investor holding the greatest number of the holders shares of the Series A Preferred StockStock held by any of the Investors, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis other than RMI Investments S.A.R.L. or any of its Affiliates (the “Series A/A-1/B A Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP the Series A Director (“F-Prime”) as defined in the Certificate of Incorporation), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇, for so long as F-Prime and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the 5,000,000 shares of Common Series A Preferred Stock of the Company are issued and outstanding (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee ); (b) one person designated by RMI Investments S.A.R.L. (the “RMI Designee”), which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues such Stockholder and its Affiliates collectively continue to beneficially own beneficially at least 231,790 1,500,000 shares of Series C A Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and ); (iic) one of whom person designated by AJU Growth & Healthcare Fund (the “Ridgeback Series C B Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) ), who shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP the Series B Director (“Ridgeback”) as defined in the Certificate of Incorporation), which seat shall initially be vacant, for so long as Ridgeback (i) such Stockholder and its Affiliate funds Affiliates collectively continue to beneficially own beneficially at least 231,790 300,000 shares of Series C B Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC ) and (“Farallon”ii) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 5,000,000 shares of Series C B Preferred Stock are issued and outstanding (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM ); (d) one person designated by Cormorant Private Healthcare Fund I, LP (the “Cormorant Designee”), who shall be the Series C Designee Director (as defined in the Certificate of Incorporation), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇, for so long as (i) such Stockholder and its Affiliates collectively continue to beneficially own at least 1,100,000 shares of Series C Preferred Stock (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like) and (ii) at least 2,741,228 shares of Series C Preferred Stock are issued and outstanding (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (e) one person designated by ▇▇▇▇ Capital Life Sciences, LP (the “Bain Designee”), who shall be the Series D Director (as defined in the Certificate of Incorporation), which individual shall initially be ▇▇▇▇▇▇ Hack, for so long as such Stockholder and its Affiliates collectively continue to beneficially own at least 1,500,000 shares of Series D Preferred Stock (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (f) One person designated by the holders of a majority of the outstanding shares of Common Stock held by the Key Holders (the “Key Holder Designee”), who shall be the director elected by the holders of record of the shares of Common Stock, exclusively and as a separate class, under the Certificate of Incorporation, which individual shall initially be ▇▇▇▇-▇▇▇▇▇▇ Sommadossi, Ph.D.; and (g) Three (3) persons who are each not otherwise an Affiliate of the Company or of any Stockholder and who are mutually acceptable to (i) the Founder and (ii) the holders of a majority in voting power of the outstanding shares of Preferred Stock (the “Independent Designees”), who shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇▇, ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall be elected by the holders of a majority of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors)▇▇. To the extent that any of clauses (a) through (df) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoingIncorporation.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board: (a) One person designated by Sake Ventures, LLC and Rice Wine Ventures, LLC (1collectively, “CJF”) person elected by a majority in interest of the holders of as the Series A Preferred StockC Director, the Series A-1 Preferred Stock and the Series B Preferred Stockwhich individual shall initially be S▇▇▇▇▇ ▇▇▇▇▇▇, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the 4,046,315 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and . (iib) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein One person designated by Shining as the “Series C Designees”) B Director, which individual shall initially be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) X▇▇▇▇▇▇▇ ▇▇▇▇, for so long as Ridgeback such Stockholder and its Affiliate funds Affiliates continue to own beneficially at least 231,790 3,435,122 shares of Series C Preferred Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C B Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM For purposes of this Agreement, “Shining” shall collectively refer to Shiningwine Limited (BVI), Dreamer Pathway Limited (BVI) and Dream Catcher Investments Limited (BVI). (c) One person designated by Bessemer as the Series C Designee A Director, which individual shall initially be K▇▇▇ ▇▇▇▇▇▇▇, for so long as Bessemer and its Affiliates continue to own beneficially at least 2,978,934 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (d) One person designated by CrossCut Ventures 2, LP (the “CrossCut Designee”) as the Series Seed Director, which individual shall initially be L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for so long as such Stockholders and their Affiliates continue to own beneficially at least 1,733,404 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series Seed Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (e) For so long as the Key Holders who are then, or any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as officers, employees or consultants collectively hold at least 1,000,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), two individuals designated by the holders of a majority of the Shares of Common Stock held by the Key Holders who are then, or held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants as the Common Directors, which individuals shall initially be A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇ and the Ridgeback Series C Designee shall initially be ▇▇▇G▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (df) Three One individual not otherwise an Affiliate (3as defined below) independent persons with experience in the life sciences field who are not affiliated with of the Company or of any Investor, which persons shall be elected Investor who is unanimously approved by the holders of a majority other members of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors)Board. To the extent that any of clauses (a) through (df) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, by or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following natural persons shall be elected to the Board: (a) One person designated by Sake Ventures, LLC and Rice Wine Ventures, LLC (1collectively, “CJF”) person elected by a majority in interest of the holders of as the Series A Preferred StockC Director, the Series A-1 Preferred Stock and the Series B Preferred Stockwhich individual shall initially be S▇▇▇▇▇ ▇▇▇▇▇▇, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the 4,046,315 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and . (iib) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein One person designated by Shining as the “Series C Designees”) B Director, which individual shall initially be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) X▇▇▇▇▇▇▇ ▇▇▇▇, for so long as Ridgeback such Stockholder and its Affiliate funds Affiliates continue to own beneficially at least 231,790 3,435,122 shares of Series C Preferred Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C B Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM For purposes of this Agreement, “Shining” shall collectively refer to Shiningwine Limited (BVI), Dreamer Pathway Limited (BVI) and Dream Catcher Investments Limited (BVI). (c) One person designated by Bessemer as the Series C Designee A Director, which individual shall initially be K▇▇▇ ▇▇▇▇▇▇▇, for so long as Bessemer and its Affiliates continue to own beneficially at least 2,978,934 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (d) For so long as the Key Holders who are then, or any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as officers, employees or consultants collectively hold at least 1,000,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), two individuals designated by the holders of a majority of the Shares of Common Stock held by the Key Holders who are then, or held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants as the Common Directors, which individuals shall initially be B▇▇▇▇ ▇▇▇▇▇ and G▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (e) Four individuals who are not otherwise an Affiliate (as defined below) of the Company or of any Investor, each of whom is unanimously approved by the other members of the Board, which individuals shall initially be P▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be , L▇▇▇▇ ▇▇▇▇▇▇▇▇▇, A▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall remaining seat to be elected by the holders of a majority of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ vacant until filled in accordance with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors)this Agreement. To the extent that any of clauses (a) through (df) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, by or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employeeofficer, officer director or director trustee of such Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or is under common investment management with or shares the same management company or investment adviser with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting controlcontrol or the right to direct voting, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board: (a) One (1) person elected designated by a majority in interest of the holders of the Series A Preferred StockSoleus Private Equity Fund I, the Series A-1 Preferred Stock and the Series B Preferred StockL.P. (“Soleus”), voting together as a single class on an as-converted to Common Stock basis which individual shall initially be ▇▇▇ ▇▇▇▇ (the “Series A/A-1/B Soleus Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime Soleus and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 twenty-five percent (25%) of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock)) purchased by Soleus as of the date hereof, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;. (b) Two One (21) persons elected person designated by the holders of a majority of the shares of Series C Preferred Stock outstandingHBM Healthcare Investments (Cayman) Ltd. (“HBM”), voting as a single class (i) one of whom which individual shall initially be Dr. Priyanka Belawat (the “PFM Series C HBM Designee”) shall be designated by PFM Health Sciences), LP and its Affiliate funds (“PFM”) for so long as PFM continues HBM and its Affiliates continue to own beneficially at least 231,790 twenty-five percent (25%) of the shares of Series C Preferred Common Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock)) purchased by HBM as of the date hereof, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (c) One (1) person to be designated by the holders of a majority of the Series D Preferred Stock after the Initial Closing (as defined in the Purchase Agreement), and (ii) one of whom (the “Ridgeback Series C D Designee;” and collectively with the Ridgeback Soleus Designee and the PFM Designee are collectively referred to herein as HBM Designee, the “Series C D Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) ), for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 25% of the shares of Series C D Preferred Stock (including shares of Common Stock issued or issuable upon conversion outstanding as of the Series C Preferred Stock), which number is date hereof (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided) remain outstanding. (d) ▇▇▇▇▇ ▇▇▇▇▇, howeverfor so long as ▇▇▇▇▇ ▇▇▇▇▇ remains an officer of the Company. (e) ▇▇▇ ▇▇▇▇▇, that if either PFM and/or Ridgeback is no longer entitled to designate for so long as ▇▇▇ ▇▇▇▇▇ remains an officer or Chairman of the Company. (f) One (1) person who previously served on the board of managers of the Company’s predecessor, BioAtla, LLC, a Series C Designee Delaware limited liability company, as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock)▇▇▇ ▇▇▇▇▇, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee individual shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO DirectorLegacy Designee”), provided provided, that if for the Legacy Designee is no longer serving as a director, any reason the CEO Director shall cease to serve as the Chief Executive Officer replacement of the CompanyLegacy Designee (which replacement shall not be required to have previously served on the board of managers of BioAtla, each LLC) must be approved by two (2) of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Three three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any InvestorSeries D Designees, which persons shall be elected by the holders of a majority and provided further, that if two (2) of the shares three (3) Series D Designees do not so approve or affirmatively disapprove of Common Stock and any Legacy Designee within thirty (30) days after notice of such Legacy Designee’s nomination, the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and Legacy Designee shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with without any approval by the Series D Designees. (g) One (1) person who is mutually acceptable to ▇▇▇ ▇▇▇▇▇ and at least two (2) initial vacancies in of the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seatthree (3) Series D Designees, any re-elections, substitutions or replacements for that seat which designation shall be designees proposed by management unfilled as of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors)date hereof. To the extent that any of clauses (a) through (dg) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoingIncorporation.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant pursu­ant to any written consent of the stockholders, the following natural persons shall be elected to the Board:: 8 (a) One (1) person elected designated by a majority in interest [Name of the holders of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis Investor] (the “Series A/A-1/B Name of Investor Designee”), who which individual shall initially be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) [_____________], for so long as F-Prime such Stockholders and its their Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the [______] shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;. (b) Two (2) persons elected One person designated by the holders [Name of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom 2d Investor] (the “PFM Series C Name of 2d Investor Designee”) ), which individual shall initially be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) [_____________] for so long as PFM continues such Stockholders and their Affiliates continue to own beneficially at least 231,790 [__________] shares of Series C Preferred Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series C A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and . (iic) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein [Alternative 1: For so long as the “Series C Designees”) Key Holders hold at least [____] shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitaliza­tions or the like), one individual designated by the holders of a majority of the Shares of Common Stock [held by the Key Holders], which individual shall initially be [___________]; [Alternative 2: [name of Key Holder], for so long as [name of Key Holder] [remains an [officer] [employee] of the Company] [holds at least [_____] Shares (as adjusted for stock splits, stock dividends, recapitalizations or the like)] [holds at least [_____]% of the outstanding capital stock of the Company on an as-converted-to-Com­mon Stock basis] [, except that if [name of Key Holder] declines or is unable to serve, his or her successor shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares [name of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by alternate Key Holder] [the holders of a majority of the shares of Common Stock outstanding of the Company]; 9 (the “Common Designee”), which Common Designee shall be the d) The Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [_____] (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (de) Three One individual not otherwise an Affiliate (3defined below) independent persons with experience in the life sciences field who are not affiliated with of the Company or of any Investor, which persons shall be elected by Investor who is [mutually acceptable to (i) the holders of a majority of the shares of Common Stock and Shares held by the Preferred Stock outstanding, voting together as a single class on an as-converted Key Holders who are then providing services to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company as officers, employees or consultants and approved by (ii) the holders of a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in Shares held by the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management Investors][mutually acceptable to the other members of the Company Board]; and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors). To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited lim­ited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, by or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board: (a) One person designated by Sake Ventures, LLC and Rice Wine Ventures, LLC (1collectively, “CJF”) person elected by a majority in interest of the holders of as the Series A Preferred StockC Director, the Series A-1 Preferred Stock and the Series B Preferred Stockwhich individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the 4,046,315 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and . (iib) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein One person designated by Shining as the “Series C Designees”) B Director, which individual shall initially be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) ▇▇▇▇▇▇▇▇ ▇▇▇▇, for so long as Ridgeback such Stockholder and its Affiliate funds Affiliates continue to own beneficially at least 231,790 3,435,122 shares of Series C Preferred Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C B Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM For purposes of this Agreement, “Shining” shall collectively refer to Shiningwine Limited (BVI), Dreamer Pathway Limited (BVI) and Dream Catcher Investments Limited (BVI). (c) One person designated by Bessemer as the Series C Designee A Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇, for so long as Bessemer and its Affiliates continue to own beneficially at least 2,978,934 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (d) One person designated by CrossCut Ventures 2, LP as the Series Seed Director, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇ for so long as such Stockholders and their Affiliates continue to own beneficially at least 1,733,404 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series Seed Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the Ridgeback Series C Designee like. (e) For so long as the Key Holders who are then, or any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as officers, employees or consultants collectively hold at least 1,000,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), two individuals designated by the holders of a majority of the Shares of Common Stock held by the Key Holders who are then, or held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as full-time officers, employees or consultants as the Common Directors, which individuals shall initially be ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (f) One individual not otherwise an Affiliate (as defined below) of the Company or of any Investor who is unanimously approved by the other members of the Board, which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall be elected by the holders of a majority of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors). To the extent that any of clauses (a) through (df) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, by or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons shall be elected to the Board: (a) One (1) person elected by a majority in interest of the holders of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B A Designee”), who shall be ) designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) Altos Hybrid 2, L.P. or its affiliated investment funds, which individual shall initially be Hodong Nam, for so long as F-Prime and Altos Hybrid 2, L.P. or its Affiliates (as defined below) affiliated investment funds continue to own beneficially at least 1,019,692 of a majority of the initially held shares of Common Series A Preferred Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and (ii) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC and (“Farallon”b) shall be entitled to designate the Series C Designee that otherwise would have been Two (2) individuals designated by PFM and/or Ridgeback ▇▇▇▇▇ ▇▇▇ (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of “Common Stock issued or issuable upon conversion of the Series C Preferred StockDesignees”), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee individuals shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇ and the Ridgeback Series C Designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected by the holders of a majority of the shares of Common Stock outstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall be elected by the holders of a majority of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors). To the extent that any of clauses (a) through (db) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, by or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersStockholders, subject to Section 4, the following natural persons shall be elected to the Board: (a) One (1) person elected individual designated from time to time by a majority in interest of the holders of the Series A Preferred StockJaguar Health, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis Inc. (the “Series A/A-1/B DesigneeJAGUAR”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime JAGUAR and its Affiliates (as defined below) continue to own beneficially an aggregate of at least 1,019,692 of the two million (2,000,0000) shares of Voting Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all any stock splits, stock dividends, combinations, recapitalizations and the likelike (the “Jaguar Designee”). The Series A/A-1/B Initially, the Jaguar Designee shall initially will be ▇▇▇▇ ▇▇▇▇▇; (b) One (1) individual designated from time to time by One Small Planet Capital LLC (“OSP”), for so long as OSP and its Affiliates continue to own beneficially an aggregate of at least one million (1,000,000) shares of Voting Common Stock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (the “OSP Designee”). Initially, the OSP Designee will be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Two (2) persons elected by the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and (ii) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (c) One (1) person elected individual designated from time to time by the holders Filament Health Corp. (“Filament”), for so long as Filament and its Affiliates continue to own beneficially an aggregate of a majority of the at least two million (2,000,000) shares of Voting Common Stock outstanding Stock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (the “Common Filament Designee”). Initially, which Common the Filament Designee shall be the Company’s Chief Executive Officer, who shall initially will be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director▇▇; and (d) Three One (31) independent persons with experience in the life sciences field individual not otherwise an Affiliate of any Stockholder who are not affiliated with the Company or any Investor, which persons shall be elected by the holders of a majority is mutually acceptable to all other members of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis Board (the “Independent DirectorsMutual Director”), and shall initially be designated by management . The Stockholders will use commercially reasonable efforts to appoint a Mutual Director within six (6) months of the Company and approved by a majority Effective Date of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors)this Agreement. To the extent that any of clauses (a) through (dc) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificatethereon. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by, by or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employeeofficer, officer director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners or partners, managing members or investment advisers of, or is under common investment management with or shares the same management company or investment adviser with, such Person. For purposes of this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.