THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE APPLICABLE STATE SECURITIES LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN THIS WARRANT.
YUMANITY HOLDINGS, LLC
COMMON UNIT WARRANT
Original Issue Date: August 14, 2015
Void After: 5 PM Pacific Time on August 14, 2025
This Warrant Is Issued to
REDMILE CAPITAL OFFSHORE II MASTER FUND, LTD.
(hereinafter called the Holder, which term shall include the Holders permitted assigns) by Yumanity Holdings, LLC, a Delaware limited liability company (hereinafter referred to as the Company). This Common Unit Warrant (Warrant) may be transferred by the Holder only in accordance with the provisions of Section 11.
This Warrant is being issued as one of a series of warrants (collectively, the Warrants) pursuant to the terms of the Bridge Unit and Bridge Warrant Purchase Agreement, dated as of August 14, 2015, by and among the Company and the purchasers a party thereto, as amended, restated and/or otherwise modified from time to time, and a series of Exchange Agreements, each dated as of August 14, 2015, by and among the Company and the other parties thereto, as amended, restated and/or otherwise modified from time to time. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Amended and Restated Operating Agreement of the Company, as amended, restated and/or otherwise modified from time to time (the Operating Agreement).
The Company hereby certifies that, for value received, the Holder is entitled, subject to the terms and conditions set forth in this Warrant, to purchase from the Company by exercising this Warrant, at any time on or after the closing of the Qualified Financing and in any event not after the Expiration Time, up to that number of Common Units equal to (i) 1,005,000 divided by (ii) the lowest per share price at which each Qualified Financing Security (as defined in the Operating Agreement) is sold for cash in the next Qualified Financing, at an initial purchase price per Common Unit equal to the Bridge Conversion Price. The number of Common Units and the purchase price thereof shall be adjusted or readjusted from time to time as provided in this Warrant (as so adjusted, the Warrant Units and the Exercise Price, respectively).Expiration Time means 5pm Boston time on the tenth anniversary of the Effective Date.