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 At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) person elected by a majority in interest director of the holders Company, the individual designated by such Series A Holders, so long as 750,000 shares 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”)remain outstanding, 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 Provided that Quantum holds more than 340,938 shares of Series C B Preferred Stock outstandingon or before November 30, voting 2009, and thereafter until such time 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 Quantum holds fewer than 340,938 shares of Series C B Preferred Stock (including shares subject to appropriate adjustment in the event of Common Stock issued any stock dividend, stock split, combination or issuable upon conversion of other similar recapitalization with respect to the Series C B 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”) Quantum shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback elect one (as the case may be1) provided that Farallon and its Affiliate funds owns beneficially as director of the date Farallon’s right to designate a Corporation (the “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 StockB Director”), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee who shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and provided however, in the Ridgeback event that Quantum does not hold more than 340,938 shares of Series C Designee shall initially B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be ▇▇▇▇elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇-▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) One At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) person elected director appointed by ABV (the holders “ABV Director”) so long as it holds at least an aggregate of a majority of the shares 750,000 Shares of Common Stock outstanding (the “Common Designee”)or Preferred Stock on an as-converted basis, which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇ (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 ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ with two (2) initial vacancies in and the seats allocated for Independent Directorsother Board members. 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, If ▇▇▇ ▇▇▇▇▇▇▇ resigns from 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.he will retain

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 of the Company at which an election of directors is held or pursuant to any written consent of the stockholders, the following natural persons individuals shall be elected to the Company’s board of directors (the “Board:”): (a) One one (1) person elected independent industry expert recommended by the Board, and approved by the holders of a majority in interest of the holders shares 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 the holders of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock held by the Investors (as defined belowi) continue to own beneficially at least 1,019,692 of the two million (2,000,000) 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 like and (ii) the issued and outstanding Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇A Preferred Stock represents at least ten percent (10%) of the outstanding capital stock of the Company on a fully-diluted basis (the “Series A Threshold”); (b) Two one (21) persons elected independent industry expert recommended by the Board, and approved by the holders of a majority of the shares of the Series C B Preferred Stock outstandingStock, 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 the holders of the shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock held by the Investors (i) continue to own beneficially at least 231,790 two million (2,000,000) shares of Series C Preferred Common Stock of the Company (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, like and (ii) one the issued and outstanding Series B Preferred Stock represents at least ten percent (10%) of whom the outstanding capital stock of the Company on a fully-diluted basis (the “Ridgeback Series C DesigneeB Threshold”);” 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”c) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including the Key Holders hold any shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment (as adjusted for all any stock splits, stock dividends, combinations, recapitalizations and or 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 one (1) person elected individual designated by the holders of Key Holders holding a majority of the shares of Common Stock outstanding then held by the Key Holders (the “Common Key Holder Designee”), which Common Designee individual shall be Dr. ▇▇▇▇▇▇▇ During; provided that if for any reason the Key Holders do not designate Dr. During as the Key Holder Designee, each of the Stockholders shall promptly vote their respective Shares to elect Dr. During as an additional member of the Board, provided Dr. During exercises his option to remain on the Board other than as the Key Holder Designee; (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 elect ▇▇. ▇▇▇▇▇ as a an additional member of the Board, provided ▇▇. ▇▇▇▇▇ exercises his option to remain on the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company other than as the new CEO Director; and (de) Three one (31) 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 individual 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 (de) 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 Subject to the provisions of Sections 6.02(b) and 6.02(d): (1i) person elected by a majority So long as the Purchasers and their respective Affiliates beneficially own (determined in interest accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which represent 50% or more of the holders shares of Company Common Stock purchased hereunder on the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class Closing Date (determined on an as-converted to basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock basis (the “Series A/A-1/B Designee”Stock), who the Purchaser Representative shall be designated by F-Prime Capital Partners Healthcare Fund IV LP have the right to nominate for election on behalf of the Purchasers and such Affiliates three directors to serve on the Company's Board of Directors. (“F-Prime”ii) for so So long as F-Prime the Purchasers and its their respective Affiliates beneficially own (as defined belowdetermined in accordance with Rule 13d-3 under the Exchange Act) continue to own beneficially at least 1,019,692 Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which represent 25% or more (but less 50%) of the shares of Company Common Stock of purchased hereunder on the Company Closing Date (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 determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates two directors to serve on the Company's Board of Directors. (iii) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares and such shares represent less than 25% (but more than 5%) of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates one director to serve on the Company's Board of Directors. (iv) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) at least 5% of the shares of Company Common Stock purchased hereunder (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock, in addition to the right to nominate for election directors under clause (i), (ii) or (iii) above, as applicable (the “Independent directors so nominated, the "WCAS Directors”), " and shall initially be designated by management the other members of the Board of Directors of the Company and approved by a majority (other than the Jointly-Selected Director (as hereinafter defined)), the "Company Directors"), one of the Preferred Directors. The Independent members of the Board of 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 not nominated by a majority of the remaining Board members Purchaser Representative pursuant to clause (including the remaining sitting Independent Directorsi). To the extent that any of clauses , (aii) through or (diii) above shall not be above, as applicable, any member of shall be a person mutually agreed upon by the Board who would otherwise have been designated in accordance Purchaser Representative and the Company Directors (the "Jointly-Selected Director" and together 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 toDirectors, 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"Non-WCAS Directors").

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 Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered 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 shareholders at which an election of directors is held or pursuant to any written consent of the stockholdersshareholders, the following natural persons shall be elected to the Board: (a) One For so long as the Series A Investor holds no less than fifteen percent (115%) person elected by a majority in interest of the holders of the Series A Preferred Stock, Shares purchased under the Series A-1 A 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 Share Purchase Agreement (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)adjusted for any conversion, which number is subject to appropriate adjustment for all stock share splits, share dividends, combinations, recapitalizations or similar transactions), the Series A Investor shall be entitled to nominate and elect one (1) director of the likeBoard of the Company(the “Series A Director”), initially to be Li Jianguang. The Series A/A-1/A Investor shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (b) For so long as JAFCO holds no less than fifteen percent (15%) of the Series B Designee Preferred Shares purchased under the Series B Preferred Share Purchase Agreement (as adjusted for any conversion, share splits, share dividends, combinations, recapitalizations or similar transactions), JAFCO shall be entitled to nominate and elect one (1) director of the Board of the Company (the “JAFCO Director”), initially to be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;. JAFCO shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (bc) 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 For so long as PFM continues to own beneficially at least 231,790 shares of the Series C Preferred Stock Investor holds no less than fifteen percent (including shares of Common Stock issued or issuable upon conversion 15%) of the Series C Preferred Stock)Shares purchased under the Purchase Agreement (as adjusted for any conversion, which number is subject to appropriate adjustment for all stock share splits, share dividends, combinations, recapitalizations and or similar transactions), the like, and (ii) one of whom (the “Ridgeback Series C Designee;” Investor shall be entitled to nominate and elect one (1) director of the Ridgeback Designee and Board of the PFM Designee are collectively referred to herein as Company (the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback Director” 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 together with the Series C A Director and the JAFCO Director, the “Preferred StockDirectors”), which number is subject initially 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 ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇;. The Series C Investor shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (cd) One (1) person elected by the The holders of a majority more than fifty percent (50%) of the shares Ordinary Shares of Common Stock outstanding the Company shall be entitled to nominate and elect four (4) directors of the Board of the Company (the “Common DesigneeOrdinary Share Directors”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially to 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 DirectorsNing and Xia Xiaotao. After an Independent Director Such holders shall initially also 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 remove any director occupying in accordance withsuch position and to fill any vacancy caused by the resignation, and pursuant to, the Company’s Restated Certificate. For purposes death or removal 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 director occupying 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 foregoingposition.

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 BoardBoard of Directors: (a) One as a Series D Director (1as defined in the Restated Charter), (i) person elected one individual (the “Series D Designee”) designated by Revolution Growth II, LP (“Revolution Growth”) so long as Revolution Growth and its Affiliates continue to own at least 4,000,000 shares of Series D Preferred Stock (as adjusted for stock splits, stock dividends and similar recapitalization events), who shall initially be ▇▇▇▇▇ ▇▇▇▇, or (ii) if Revolution Growth is no longer entitled to designate the Series D Designee, one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder designated by a majority in interest of the other directors then in office; (b) as a Series D Director, one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder (unless otherwise approved by a majority of the other directors then in office (excluding the Series D Designee)) (i) designated by Revolution Growth so long as Revolution Growth and its Affiliates continue to own at least 4,000,000 shares of Series D Preferred Stock (as adjusted for stock splits, stock dividends and similar recapitalization events), (ii) approved (or, if Revolution Growth is no longer entitled to designate such Series D Director, designated) by a majority of the other directors then in office (excluding the Series D Designee) in their reasonable discretion and (iii) for which the Founders may propose candidates for consideration, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; (c) as the Preferred Director (as defined in the Restated Charter), one individual designated by holders of a majority of the outstanding shares of the Company’s Common Stock, Series A Preferred Stock, the Series A-1 B Preferred Stock and Series C Preferred Stock held by the Series B Preferred StockFounder Holders, voting together as a single class on an as-converted to Common Stock basis (the “Series A/A-1/B Designee”)basis, who shall initially be designated by F-Prime Capital Partners Healthcare Fund IV LP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (“F-Prime”d) for so long as F-Prime and its Affiliates the Common Directors (as defined below) continue to own beneficially at least 1,019,692 in the Restated Charter), three individuals designated by holders of a majority of the outstanding shares of Common Stock held by the Founder Holders, voting together as a separate class, who shall initially be the Founders; (e) as a Joint Director (as defined in the Restated Charter), one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder designated by a majority of the other directors then in office, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇; and (including f) as Joint Directors, up to three individuals designated by holders of the majority of the outstanding shares of Common Stock issued or issuable upon conversion of held by the Series A-1 Preferred Stock)Founder Holders, which number is subject to appropriate adjustment for all stock splitsvoting together as a separate class, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (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 During the term of this Section 2.6 and subject to Section B.6 of Article IV of the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the relevant sections of the Company’s Bylaws (if any), each Investor agrees to vote, vote all shares of Company capital stock now or cause to be voted, all Shares owned hereafter directly or indirectly acquired (of record or beneficially) by such StockholderInvestor, or over which in such Stockholder has voting controlmanner as may be necessary to elect (and maintain in office) as members of the Company’s Board of Directors, the following individuals: (1) three (3) individuals designated by the Investors of Series B Preferred Stock 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 as follows: a) one (1) individual designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for Versant Ventures; so long as F-Prime and its Affiliates Versant Ventures holds at least 1,000,000 shares of Series B Preferred Stock (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 appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ) (or Common Stock issued upon conversion thereof); b) one (1) individual designated by K▇▇▇▇▇▇ P▇▇▇▇▇▇ C▇▇▇▇▇▇▇ & B▇▇▇; ▇ (b) Two (2) persons elected by the holders of a majority of the “KPCB”); so long as KPCB holds at least 1,000,000 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 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 as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like, and ) (iior Common Stock issued upon conversion thereof) ; c) 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”1) shall be individual designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for B▇▇▇▇/Tisch Investments; so long as Ridgeback and its Affiliate funds continue to own beneficially B▇▇▇▇/T▇▇▇▇ Investments holds at least 231,790 1,000,000 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 as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, 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”or Common Stock issued upon conversion thereof); (2) shall be entitled to designate the Series C Designee that otherwise would have been one (1) individual designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as a majority of the date Farallon’s right holders of the Common Stock of the Company from time to designate a Series C Designee becomes effective hereundertime (the “Common Stock Designee”); (3) one (1) individual jointly designated by TPG Biotechnology Partners, L.P. and thereafter Farallon and its Affiliate funds continue to own beneficiallyTPG Ventures, L.P.; so long as there are outstanding at least 231,790 1,000,000 shares of Series C D 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 as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like. The PFM ) (or Common Stock issued upon conversion thereof) (the “Series C Designee shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇D Designee”); (c4) One one (1) person elected individual designated by the holders of a majority of the shares holders of Common the Series E Preferred Stock outstanding of the Company from time to time (the “Common Series E Designee”); (5) in the event that holders of the Series C Preferred Stock become entitled, which Common Designee shall be pursuant to the Company’s Chief Executive OfficerRestated Certificate of Incorporation, 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 elect one member of the Board of Directors, and so long as Incyte Genomics, Inc. (ii“Incyte”) to elect such person’s replacement holds at least 1,000,000 shares (as Chief Executive Officer appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like) of Series C Preferred Stock (or Common Stock issued upon conversion thereof), the number of members of the Company as Board of Directors shall be increased by one and Incyte shall be entitled to designate the new CEO Director; andindividual to fill such newly created vacancy; (d6) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall that remaining number of individuals authorized to be elected as directors pursuant to the Company’s Bylaws or Certificate of Incorporation designated by the holders of a majority of the shares holders of Common the Preferred Stock and the Preferred Stock outstandingCommon Stock, voting together as a single class (with the Preferred Stock voting on an as-converted to Common Stock basis basis) (the each such director, an “Independent DirectorsInvestors’ Designee”), 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 : (i) any individual who is designated for election to the Company’s Board of Directors pursuant to the foregoing provisions of this Section 2.6(a) is hereinafter referred to as a “Board Designee”; and (ii) any 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 byentity, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director group of such Person or any venture capital fund now or hereafter existing that is controlled by individuals and/or entities who has the right to designate one or more general partners or managing members of, or is under common investment management with or shares Board Designees for election the same management company with, such Person. For purposes Company’s Board of Directors pursuant to the foregoing provisions of this definition, the term Section 2.6(a) is hereinafter referred to as a “controlDesignator” 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 as “controllingDesignators,” and “controlled” shall have meanings correlative to the foregoingas applicable.

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 one individual designated by a majority in interest [***], which individual shall initially be [***], to serve as one of the holders of the two (2) Series A Preferred StockDirectors, 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) collectively continue to own beneficially at least 1,019,692 of the 655,615 shares of Common Series A Preferred Stock of the Company (including shares of and/or Common Stock issued or issuable upon conversion of the Series A-1 A Preferred Stock)) that [***] originally acquired from the Company, which number is shall be 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 individual designated by PFM Health Sciences[***], LP and its Affiliate funds (“PFM”) which individual shall initially be [***], to serve as the remaining Series A Director for so long as PFM continues [***] and its Affiliates collectively continue to own beneficially at least 231,790 252,880 shares of Series C A Preferred Stock (including shares of and/or Common Stock issued or issuable upon conversion of the Series C A Preferred Stock)) that [***] originally acquired from the Company, which number is shall be 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 individual designated by iBio, which individual shall initially be T▇▇ ▇▇▇▇▇, to herein serve as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) A-2 Director for so long as Ridgeback iBio and its Affiliate funds Affiliates collectively continue to own beneficially at least 231,790 1,500,000 shares of Series C A-2 Preferred Stock (including shares of and/or Common Stock issued or issuable upon conversion of the Series C A-2 Preferred Stock)) that IBio originally acquired from the Company, which number is shall be 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 ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇; (cd) One one individual, who is not an employee of the Company or its Affiliates and not an Affiliate of the Company (1or its Affiliates) person elected or any stockholder of the Company, nominated by the Company’s Chief Executive Officer and mutually acceptable to the other holders of a majority of the issued and outstanding shares of Common Series A Preferred Stock outstanding and Series A-2 Preferred Stock (the “Common Designee”voting together and as a separate class), which Common Designee individual shall initially be [***]; (e) the Company’s Chief Executive OfficerOfficer appointed by the Board of Directors of the Company, who which individual shall initially be ▇▇I▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (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 Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and. (df) 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 or (db) above in this Subsection 1.2 shall not be applicable, applicable as a result of a lack of sufficient Share ownership of either [Stockholder One] (with respect to Section 1.2(a)) or [Stockholder Two] (with respect to Section 1.2(b)) any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all by, with respect to each of Section 1.2(a), Section 1.2(b), an 1.2(c), the stockholders holders of a majority of the Company entitled to vote thereon shares of Series A Preferred Stock as one of the Series A Directors (as defined in the Certificate) 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 purpose of this definitionAgreement, 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 “controlledFully Diluted Outstanding Shares” shall have meanings correlative to the foregoingmeaning set forth in the Certificate.

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 votedvoted (to the extent so entitled), 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 Three (13) person elected persons designated 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 PTTCH (the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-PrimePTTCH Designees”) as the Class A Common Directors, for so long as F-Prime such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 ten percent (10%) of the number of shares of Class A Common Stock it acquires pursuant to the Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Company (including shares of Class A 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 individuals will initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Puntip Oungpasuk, Narongsak Jivakanun and Thitipong Jurapornsiridee; (b) Two One (21) 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 person 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; LDK, LLC (the “Norwood Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the Ridgeback Series C Designee shall number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), which individual will initially be ▇▇▇▇▇▇▇ ▇▇▇▇-. ▇▇▇▇▇; (c) One (1) person elected designated by the holders of a majority of the shares of Common Stock outstanding Plainfield Direct LLC (the “Common Plainfield Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), which individual will initially be ▇▇▇▇▇ ▇▇▇▇▇▇; (d) One (1) person designated by Green Chem Second Edition, LLC (the “Green Chem Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Designee shall be Stock it acquires pursuant to the Company’s Chief Executive OfficerConversion Agreement (subject to appropriate adjustment in the event of any stock dividend, who shall stock split, combination or other similar recapitalization with respect to the Class B Common Stock), which individual will 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 (31) independent persons with experience in person as the life sciences field Independent Director who are will be an individual 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 otherwise an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management Affiliate of the Company who is mutually acceptable to and approved nominated by a majority of PTTCH, on the Preferred Directors. The Independent Directors shall initially be one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ with two (2) initial vacancies LDK, LLC, Plainfield Direct LLC and Green Chem Second Edition, LLC, on the other hand, and who shall have the appropriate expertise and experience 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 relevant industry that seat shall be designees proposed by management can enhance the business of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors)Company. To the extent that any of clauses (a) through (de) 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 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 (a) Subject to voteSection 9(b) and paragraph 9 of Schedule D, or the McCain Family Parties acting through the McCain Family Representative shall have the right to cause the Board to nominate for election to the Board, on any date on which such nominations are made by the Board, a number of nominees who are qualified to be voted, all directors of the Company under applicable law proportionate to the aggregate number of Shares owned by such Stockholderbeneficially owned, or over which such Stockholder has voting controlcontrol or direction is exercised, by the McCain Family Parties from time to time and at all times(each such nominee, in whatever manner as an “McCain Nominee”); provided that, notwithstanding any other provision of this Agreement, where the calculation for determining the number of McCain Nominees pursuant to this Section 3 provides for a number of McCain Nominees that would be greater than or equal to the number Non-McCain Nominees, the number of McCain Nominees shall be necessary to ensure capped such that at each annual or special meeting the Non-McCain Nominees shall always constitute a majority of stockholders at which an election the directors on the Board (the “McCain Nominee Cap”). The calculation of any proportionate number of directors which results in a fraction: (i) in excess of one-half shall be rounded up to the next whole number; or (ii) equal to or less than one-half shall be rounded down to the next whole number. At any time the numerator for calculating the proportionate ownership interest of Shares beneficially owned, or over which control or direction is held exercised by the McCain Family Parties shall be the aggregate number of issued and outstanding Shares beneficially owned, or pursuant to any written consent over which control or direction is exercised, by the McCain Family Parties at such time, and the denominator shall be the number of issued and outstanding Shares at such time. By way of example where the size of the stockholders, Board is set at 10 and the following natural persons shall be elected to the BoardMcCain Family Parties’ proportionate ownership interest of Shares is equal to: (ai) One 35.78%, then the McCain Family Parties shall be entitled to nominate four directors (1rounding up). If the size of the Board is set at nine, then the McCain Family Parties shall be entitled to nominate three directors (rounding down); or (ii) person elected by 50%, then this Section 3 would provide that the McCain Family Parties would be entitled to nominate four directors; although the calculations pursuant to this Section 3 would otherwise result in the McCain Family Parties being entitled to nominate five directors (which would result in an equal number of McCain Nominees and Non-McCain Nominees on the Board), the number of McCain Nominees would be reduced to four as a result of the McCain Nominee Cap (which would result in a majority in interest of Non-McCain Nominees on 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”Board), 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 The Company shall take any and all steps necessary and advisable to: (i) one nominate each McCain Nominee as a director of whom the Company; (ii) recommend to the Company’s shareholders that the shareholders vote in favour of such McCain Nominees; and (iii) subject to the Voting PoA, cause all proxies received by the Company to be voted in the manner specified by such proxies. (c) The Company shall at least 60 days before the scheduled mailing of the management proxy circular notify the McCain Family Representative of the number of directors proposed to be elected at the next meeting of the shareholders of the Company. The selection of nominees to be nominated by the McCain Family Parties pursuant to Section 3(a) will be evidenced by a written instrument delivered by the McCain Family Representative to the Corporate Governance Committee of the Board at least 35 days before the scheduled mailing of the management proxy circular of the Company in which the nominees will be named, and the Corporate Governance Committee of the Board shall promptly review the qualifications of the nominees selected by the McCain Family Representative and notify the McCain Family Representative within 15 days after receipt of such written instrument if it disapproves, acting reasonably, of any of them. The McCain Family Parties will replace any nominee not approved by the Corporate Governance Committee of the Board acting reasonably with another proposed nominee, evidenced by written instrument delivered by the McCain Family Representative to the Corporate Governance Committee of the Board, and the Corporate Governance Committee of the Board shall promptly, in a good faith endeavour to complete the selection before the scheduled management proxy circular mailing date, notify the McCain Family Representative if it disapproves, acting reasonably, of the replacement nominee, and so on until the McCain Family Representative and the Corporate Governance Committee of the Board, acting in good faith, agree to the selection of the nominees of the McCain Family Parties. Failure by the Corporate Governance Committee of the Board to notify the McCain Family Representative of its approval or disapproval of the McCain Family Parties’ selections in accordance herewith shall be deemed to constitute approval by the Corporate Governance Committee of the Board of such selections. (d) All directors other than those nominated pursuant to Section 3(a) will be identified by the Corporate Governance Committee of the Board (or such other committee of the Board that has responsibility for the nomination of directors from time to time) and nominated by the Company and shall be independent of, and not have a material relationship with, management of the Company or any McCain Family Party or any Person acting jointly or in concert with any such Persons (each such director, an “independent director”) and shall, in addition, be an “independent director” for the purposes of National Instrument 52-110 - Audit Committees (together, the “PFM Series C DesigneeNon-McCain Nominees”). (e) Each nominee for election to the Board hereunder shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues qualified to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion be a director of the Series C Preferred StockCompany under applicable law. (f) The McCain Family Representative and each McCain Family Party shall complete and cause the management forms of proxy in respect of all Shares of the Company that he, she or it is entitled to vote at any meeting of shareholders (for clarity, taking into account for this purpose the provisions of paragraph 7 of Schedule D) at which directors are to be elected to be validly executed and delivered to management of the Company to be voted at any such meeting (or any adjournment thereof) in favour of the election of each of the nominees nominated in accordance with Section 3(a) and Section 3(d), which number and to not withdraw those forms of proxy. (g) Notwithstanding the foregoing provisions of this Section 3, if in connection with any meeting of the shareholders of the Company: (i) the Board has determined in good faith, that it is subject in the best interests of the Company to appropriate adjustment select nominees for all stock splits, dividends, combinations, recapitalizations and election to the like, Board at the next meeting of shareholders other than in accordance with Section 3(d); and (ii) one of whom (the “Ridgeback Series C Designee;” Board has provided written notice to the Ridgeback Designee and McCain Family Representative, not less than 45 days prior to 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 meeting of the Series C Preferred StockCompany’s shareholders at which the Board proposes to nominate directors not selected in accordance with Section 3(d) identifying the nominees that the Board proposes to nominate not in accordance with Section 3(d), which number is subject the Board may select nominees other than in accordance with Section 3(d) and in connection with any such meeting, the McCain Family Parties shall not be required to appropriate adjustment vote in favour of the Board’s nominees, provided that: (A) if the Company has individual voting for all stock splitseach director (and not slate voting) and if majority voting requirements apply to that election of directors (a requirement, dividendswhether by policy or by law, combinationsthat, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled any one or more director nominees in an uncontested election fails to designate a Series C Designee as provided receive more votes 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 favour of their election than votes against or withheld from their election (as the case may be), such director nominee(s) provided may be required to resign or will not be elected as a matter of law (as the case may be)), the McCain Family Parties shall be required to vote for any nominees selected in accordance with Section 3(d); and (B) the McCain Family Parties shall not be required to vote for any nominees not selected in accordance with Section 3(d) and may nominate for election alternative nominees to the nominees that Farallon were not selected in accordance with Section 3(d). If the Board selects all nominees for election to the Board at any subsequent meeting of shareholders in accordance with Section 3(a) and its Affiliate funds owns beneficially as Section 3(d) , the McCain Family Parties shall be required to vote in favour of the date FarallonBoard’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”)nominees, provided that if the McCain Family Parties may vote for any reason director who was nominated by the CEO Director McCain Family Representative following receipt of notice contemplated in this Section 3(g) and shall cease vote in favour of that number of the Board’s nominees up the maximum number of directors to serve be elected at any such meeting. (h) In the event that one third or more of the directors who are elected at a meeting of shareholders (other than those nominated in accordance with Section 3(a)) do not qualify for nomination pursuant to Section 3(d), the McCain Family Parties shall not thereafter be required to comply with the provisions of this Section 3. (i) Notwithstanding the foregoing, if there is a Contested Election, the McCain Family Parties shall not be required to comply with the provisions of Section 3(f) or Section 3(g) during the Contested Election and shall not be required to comply with the provisions of Section 3(f) or Section 3(g) after a Contested Election if the outcome of the Contested Election has resulted in the removal and/or replacement of any of the McCain Nominees or one third or more of the directors who qualify for nomination pursuant to Section 3(d) serving on the Board immediately prior to the Contested Election. For the purposes hereof, “Contested Election” shall mean any action taken by a Person (other than MHM, his Affiliates, the McCain Family Parties or Persons acting jointly or in concert with MHM or the McCain Family Parties) to, directly or indirectly: (i) engage in, participate in, or in any way initiate, directly or indirectly, any “solicitation” (as such term is defined in the Chief Executive Officer Canada Business Corporations Act) of proxies or consents, with respect to the voting of any shares of the Company; (ii) initiate, propose or otherwise engage in a solicitation of shareholders of the Company to vote any shares of the Company on any matter; or (iii) seek, alone or in concert with others: (A) to requisition or call a meeting of shareholders of the Company, each of the Stockholders shall promptly vote their respective Shares (iB) to remove obtain representation on, or nominate or propose the former Chief Executive Officer from nomination of any candidate for election to, the Board if such person has not resigned except as a member of the Board and otherwise set forth in this Agreement, or (iiC) to elect such person’s replacement as Chief Executive Officer effect the removal 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 or otherwise alter the composition of the Board, and, in each such case, there is a reasonable prospect that the action might result in a removal and/or replacement of (x) any of the McCain Nominees, or (y) one third or more of the directors who would otherwise have been designated in accordance with qualify for nomination pursuant to Section 3(d) serving on the terms thereof Board immediately prior to the Contested Election. For clarity, a Contested Election shall instead be voted upon by all the stockholders not occur as a result 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 complying 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 having complied with its obligations 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 foregoingSection 3.

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 So long as at least [***] shares of the holders of the Series A Preferred Stock, the Series A-1 Seed Preferred Stock are outstanding, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and the Series B Preferred Stocksimilar transactions, voting together as a single class on an as-converted one individual designated from time to Common Stock basis (the “Series A/A-1/B Designee”)time by [***], 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 [***] issued and outstanding shares of Series Seed Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, which individual shall initially be [***] and which director shall be the “Series Seed Preferred Director”; (b) So long as at least [***] shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by [***] (together with its Affiliates, successors and assigns, “[***]”) for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least [***] issued and outstanding shares of Series A Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, which individual shall initially be [***] and which director shall be the “Series A Preferred Director”; (c) So long as at least [***] shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock are outstanding, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by [***] for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least [***] issued and outstanding shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, which individual shall initially be [***] and which director shall be the “[***] B Preferred Director”; (d) So long as (i) no ETHZ Forfeiture Event (as defined in the Purchase Agreement) has occurred with respect to ETHZilla corporation, a Delaware corporation, (together with its Affiliates, successors and assigns, “ETHZ”) and (ii) ETHZ and its Affiliates continue to own beneficially at least [***] issued and outstanding shares of Series B-3 Preferred Stock, which number is subject to appropriate adjustment for all stock splits, reverse stock splits, dividends, combinations, substitutions, reclassifications, recapitalizations and similar transactions, one individual designated from time to time by ETHZ, which individual shall initially be [***] and which director shall be the “ETHZ B Preferred Director”; (e) One individual designated from time to time by ▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇▇”), for so long as ▇▇. ▇▇▇▇▇▇▇▇ continues to own beneficially at least [***] issued and outstanding 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 similar transactions, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇▇ and which director shall be a “Common Director”; and (f) One individual designated from time to time by ▇▇▇▇▇▇ ▇▇▇▇ (“▇▇. ▇▇▇▇▇▇; (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 [***] issued and outstanding 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)similar transactions, 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 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 director shall be the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “CEO a Common 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, 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 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 definitionAgreement, 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 the ownership of voting securities, by contract or otherwise, and the terms “controlling,” “controlled by” and “controlledunder common control with” shall have meanings correlative to the foregoing.

Board Composition. Each Stockholder agrees (a) Shareholders holding 62.5% of the outstanding Insmed Common Stock and Insmed Preferred Stock (on an as converted to voteInsmed Common Stock basis assuming the Shareholder Approval) then held by all Shareholders (the “Designating Shareholders”), or cause shall have the right to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time nominate for election to time and the Board one (1) director (the “Designee”) at all times, in whatever manner as shall be necessary to ensure that at each the first annual or special meeting of stockholders shareholders of Insmed after the Effective Time at which an the Company Nominee (as defined in the Merger Agreement) or any director appointed to replace such Company Nominee is subject to election and at any subsequent annual or special meeting of directors shareholders of Insmed at which such Designee or any director appointed to replace such Designee is held subject to election, and Insmed shall, at any such annual or pursuant special meeting of shareholders of Insmed, subject to any written consent the fulfillment of the stockholdersrequirements set forth in Section 2.1(b), nominate the Designee for election to the Board and use commercially reasonable efforts to cause the Designee to be elected as a director of the Board. Notwithstanding the foregoing in this Section 2.1(a), the following natural persons Designating Shareholders shall be elected cease to have any right to nominate the Designee for election to the Board: Board following the earliest of (ai) One the five (15) person elected by a majority in interest year anniversary Effective Time, (ii) the conversion of the Insmed Preferred Stock into Insmed Common Stock and (iii) such time that the Shareholders and their Affiliates (including any limited partners, members or other similar equity holders of the Series A Preferred Stock, the Series A-1 forgoing that receive Insmed Preferred Stock and the Series B Preferred Stock, voting together or Common Stock as a single class on an as-converted distribution pursuant to such holder’s limited partnership agreement, limited liability company agreement, operating agreement or similar governing document) collectively no longer hold at least 6,484,705 shares of Insmed Common Stock basis issued pursuant to the Merger and at least 22,936,473 shares of Insmed Preferred Stock issued pursuant to the Merger (the “Series A/A-1/B DesigneeMinimum Share Amount”), who provided that the Minimum Share Amount shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) appropriately adjusted 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)any stock dividends, which number is subject to appropriate adjustment for all stock splits, dividendsreverse splits, combinations, combinations recapitalizations and the like. The Series A/A-1/B Designee like occurring after the date of this Agreement. (b) Any designee for election to the Board in accordance with this Section 2 shall initially (i) be reasonably acceptable to the Board and the Board’s Corporate Governance Committee (the “Governance Committee”), it being agreed that ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇; (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 . is 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 likeacceptable, and (ii) one shall comply in all respects with Insmed’s corporate governance guidelines and Insmed’s code of whom business conduct and ethics as in effect from time to time. The Designating Shareholders shall notify Insmed of any proposed Designee in writing no later than the latest date on which shareholders of Insmed may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to Insmed by the Bylaws then in effect and such other information reasonably requested by Insmed; provided that in each such case, all such information is generally required to be delivered to Insmed by the other outside directors of Insmed (the “Ridgeback Series C Designee;” Nominee Disclosure Information”); provided, further that in the Ridgeback event the Designating Shareholders fail to provide any such notice, the Designee and shall be the PFM Designee are collectively referred to herein Person then serving as the “Series C Designees”Designee as long as the Designating Shareholders provide the Nominee Disclosure Information to Insmed promptly upon request by Insmed. (c) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for For so long as Ridgeback and its Affiliate funds continue the Designated Shareholders shall have the right to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion nominate the Designee for election to the Board, Insmed shall invite a representative of the Series C Preferred Stock)Designated Shareholders to attend all meetings of the Board in a nonvoting observer capacity and, which number is subject in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the likeits directors; provided, however, that if either PFM and/or Ridgeback is no longer entitled such representative shall agree to designate hold in confidence and trust and to act in 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 fiduciary manner with respect to all information so provided; and, provided further, that Insmed reserves the right to withhold any Person shall mean information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, attorney-client privilege between Insmed and the terms “controlling” and “controlled” shall have meanings correlative to the foregoingits counsel.