Amendment to Letter Agreement between Baker Bros. Advisors LP and Neurogene Inc

Ladies and Gentlemen:

This amendment to the Letter Agreement (as defined below) (this “Amendment”) memorializes the agreement and understanding among Baker Bros. Advisors LP and/or one or more of its Affiliates (each, an “Investor” and together, the “Investors”) and Neurogene Inc., a Delaware corporation, and any successors and assigns (the “Company”), regarding the amendment to that certain Letter Agreement, dated July 17, 2023, by and among the Investors and the Company (the “Letter Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Letter Agreement.

In consideration of the foregoing and the mutual promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by execution of this Amendment, the Company and the Investors hereby agree as follows:

1.Amendment. Effective as of 9:00 AM ET on the date hereof, Section 2 of the Letter Agreement is hereby amended to strike the reference to “12.5%” and replace it with “14.9%.”

2.No Other Amendments. Except as set forth in Section 1 hereto, the Letter Agreement remains in full force and effect with no other amendments thereto.

3.General Provisions. Sections 7-15 of the Letter Agreement are incorporated herein by reference.

    IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

    IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.