Common use of Waiver of Statutory Information Rights Clause in Contracts

Waiver of Statutory Information Rights. The Optionee understands and agrees that, but for the waiver made herein, upon exercise the Optionee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Optionee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the Optionee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in its capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Optionee under any other written agreement between the Optionee and the Company. The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written. TCR2 THERAPEUTICS INC. By: Name: Title: Address: The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of this Agreement, and to the extent set forth in Section 3 of this Agreement, the Plan. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 8 AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 9 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written. OPTIONEE: Name: Address: TCR2 Therapeutics Inc. Attention: Treasurer Pursuant to the terms of the grant notice and stock option agreement between the undersigned and TCR2 Therapeutics Inc. (the “Company”) dated (the “Agreement”), I, [Insert Name] , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $ representing the purchase price for [Fill in number of Shares] Shares. I have chosen the following form(s) of payment: [ ] 1. Cash [ ] 2. Certified or bank check payable to TCR2 Therapeutics Inc. [ ] 3. Other (as referenced in the Agreement and described in the TCR2 Therapeutics Inc. 2015 Stock Option and Grant Plan (please describe)) In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows: (i) I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof. (ii) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company. (iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. (iv) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time. (v) I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 501 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations. (vi) I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan. (viii) I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan. (ix) I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan. (x) I understand and agree to the waiver of statutory information rights as set forth in Section 9 of the Agreement. Sincerely yours, Name: Address: Date: THIS CONFIDENTIALITY AGREEMENT (this “Agreement”), entered into as of , 2017 (the “Effective Date”), governs the disclosure of information by and between TCR2 Therapeutics Inc. with an address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Suite I, Cambridge, Massachusetts 02142, and Pattern Recognition Ventures, personally (“Recipient”).

Waiver of Statutory Information Rights. The Optionee Holder acknowledges that the Company has a legitimate interest in the significant benefits associated with the Company’s protection and limited distribution of the Company’s books, records, stockholder lists and other information the Company considers confidential while the Company remains a “private” company. The Holder acknowledges and understands and agrees that, but for the waiver made herein, upon exercise of this Warrant, (i) the Optionee Holder would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the Delaware General Corporation Law of Delaware (any “Section 220”) and all such rights(ii) the Holder would be entitled, upon written demand, to inspect for a purpose reasonable related to the Holder’s interests as a stockholder, and any to make copies and all such other rights extractions of the Optionee as may be accounting books and records and minutes of proceedings of the Company’s board of directors and stockholders and, under certain circumstances, the list of stockholders and addresses, in all cases, under the circumstances and in the manner provided for in Section 220Chapter 16 of the Corporations Code of California (“Chapter 16”) (such rights collectively, the “Inspection Rights”). In light of the foregoing, until the first sale IPO (regardless of Stock earlier termination, expiration or exercise of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Actthis Warrant), the Optionee Holder hereby unconditionally and irrevocably irrevocably, to the fullest extent permitted by law, on behalf of the Holder and all beneficial owners of the shares of Company Securities owned by the Holder (a “Beneficial Owner”), waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwiseChapter 16 (the “Waiver”), and on behalf of the Holder and any Beneficial Owner, to the fullest extent permitted by law, covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights Waiver applies to the Inspection Rights of a director, the Holder in its such Holder’s capacity as such, under Section 220. The foregoing waiver shall a stockholder and does not apply to any contractual inspection other rights of the Optionee under Holder, including the rights of the Holder explicitly set forth herein or expressly set forth in any other written agreement contract between the Optionee Holder and the Company. The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written. TCR2 THERAPEUTICS INC. By: Name: Title: Address: The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of this Agreement, and to the extent set forth in Section 3 of this Agreement, the Plan. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 8 AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 9 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written. OPTIONEE: Name: Address: TCR2 Therapeutics Inc. Attention: Treasurer Pursuant to the terms of the grant notice and stock option agreement between the undersigned and TCR2 Therapeutics Inc. (the “Company”) dated (the “Agreement”), I, [Insert Name] , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $ representing the purchase price for [Fill in number of Shares] Shares. I have chosen the following form(s) of payment: [ ] 1. Cash [ ] 2. Certified or bank check payable to TCR2 Therapeutics Inc. [ ] 3. Other (as referenced in the Agreement and described in the TCR2 Therapeutics Inc. 2015 Stock Option and Grant Plan (please describe)) In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows: (i) I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof. (ii) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company. (iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. (iv) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time. (v) I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 501 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations. (vi) I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan. (viii) I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan. (ix) I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan. (x) I understand and agree to the waiver of statutory information rights as set forth in Section 9 of the Agreement. Sincerely yours, Name: Address: Date: THIS CONFIDENTIALITY AGREEMENT (this “Agreement”), entered into as of , 2017 (the “Effective Date”), governs the disclosure of information by and between TCR2 Therapeutics Inc. with an address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Suite I, Cambridge, Massachusetts 02142, and Pattern Recognition Ventures, personally (“Recipient”).

Waiver of Statutory Information Rights. The Optionee Grantee understands and agrees that, but for the waiver made herein, upon exercise the Optionee Grantee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Optionee Grantee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the Optionee Grantee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in its his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Optionee Grantee under any other written agreement between the Optionee Grantee and the Company. The foregoing Restricted Stock Agreement is hereby accepted and the terms and conditions thereof are hereby agreed to by the undersigned as of the date first of purchase of Shares above written. TCR2 THERAPEUTICS INC. By: Name: Title: Address: The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, thereof and understands that this Stock Option is the Shares granted hereby are subject to the terms of this Agreement, the Plan and to the extent set forth in Section 3 of this Agreement, the Plan. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Award Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 8 6 AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 9 7 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written. OPTIONEEGRANTEE: Name: Address: TCR2 Therapeutics Inc. Attention: Treasurer Pursuant to the terms of the grant notice and stock option agreement between the undersigned and TCR2 Therapeutics Inc. (the “Company”) dated (the “Agreement”), I, [Insert Name] , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $ representing the purchase price for [Fill in number of Shares] Shares. I have chosen the following form(s) of payment: [ ] 1. Cash [ ] 2. Certified or bank check payable to TCR2 Therapeutics Inc. [ ] 3. Other (as referenced in the Agreement and described in the TCR2 Therapeutics Inc. 2015 Stock Option and Grant Plan (please describe)) In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows: (i) I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof. (ii) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company. (iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. (iv) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time. (v) I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 501 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations. (vi) I have read the foregoing Restricted Stock Agreement and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan. (viii) I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan. (ix) I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan. (x) I understand and agree to the waiver of statutory information rights as set forth in Section 9 of the Agreementcontents thereof. Sincerely yours, Name: Address: Date: THIS CONFIDENTIALITY AGREEMENT (this “Agreement”), entered into as of , 2017 (the “Effective Date”), governs the disclosure of information by and between TCR2 Therapeutics Inc. with an address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Suite I, Cambridge, Massachusetts 02142, and Pattern Recognition Ventures, personally (“Recipient”).]

Waiver of Statutory Information Rights. The Optionee understands and agrees that, but for the waiver made herein, upon exercise the Optionee would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and all such rights, and any and all such other rights of the Optionee as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act, the Optionee hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver shall not affect any rights of a director, in its capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of the Optionee under any other written agreement between the Optionee and the Company. The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written. TCR2 THERAPEUTICS INC. By: Name: Title: Address: The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that this Stock Option is subject to the terms of this Agreement, and to the extent set forth in Section 3 of this Agreement, the Plan. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 8 AND THE WAIVER OF STATUTORY INFORMATION RIGHTS SET FORTH IN SECTION 9 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written. OPTIONEE: Name: Address: Appendix A STOCK OPTION EXERCISE NOTICE TCR2 Therapeutics Inc. Attention: Treasurer Pursuant to the terms of the grant notice and stock option agreement between the undersigned and TCR2 Therapeutics Inc. (the “Company”) dated (the “Agreement”), I, [Insert Name] , hereby [Circle One] partially/fully exercise such option by including herein payment in the amount of $ representing the purchase price for [Fill in number of Shares] Shares. I have chosen the following form(s) of payment: [ ] 1. Cash [ ] 2. Certified or bank check payable to TCR2 Therapeutics Inc. [ ] 3. Other (as referenced in the Agreement and described in the TCR2 Therapeutics Inc. 2015 Stock Option and Grant Plan (please describe)) In connection with my exercise of the option as set forth above, I hereby represent and warrant to the Company as follows: (i) I am purchasing the Shares for my own account for investment only, and not for resale or with a view to the distribution thereof. (ii) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company. (iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. (iv) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time. (v) I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares are being issued and sold in reliance on the exemption provided in Rule 501 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations. (vi) I have read and understand the Plan and acknowledge and agree that the Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to Section 9(b) of the Plan. (viii) I understand and agree that the Company has certain repurchase rights with respect to the Shares pursuant to Section 9(c) of the Plan. (ix) I understand and agree that I may not sell or otherwise transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan. (x) I understand and agree to the waiver of statutory information rights as set forth in Section 9 of the Agreement. Sincerely yours, Name: Address: Date: Exhibit B Consultant Confidentiality Agreement CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this “Agreement”), entered into as of , 2017 (the “Effective Date”), governs the disclosure of information by and between TCR2 Therapeutics Inc. with an address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. Suite I, Cambridge, Massachusetts 02142, and Pattern Recognition Ventures, personally (“Recipient”).