Common Contracts

January 17, 2023 Cullinan Oncology, Inc. One Main Street, Suite 1350 Cambridge, MA 02142 Attention: Jeffrey Trigilio Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:

3(a)(9) Exchange Agreement • January 19th, 2023 • Cullinan Oncology, Inc. • Biological products, (no disgnostic substances)

• Contract Type
  3(a)(9) Exchange Agreement
• Filed
  January 19th, 2023
• Company
  Cullinan Oncology, Inc.
• Industry
  Biological products, (no disgnostic substances)

This letter agreement (the “Agreement” ) confirms the agreement of Cullinan Oncology, Inc. (the “Company”), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 6,475,000 shares (the “Shares”) of Common Stock, beneficially owned by the Stockholders, in consideration for a total of 647,500 shares of Series A preferred stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 6,475,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.

Re: 3(a)(9) Exchange Agreement

3(a)(9) Exchange Agreement • November 7th, 2022 • Verastem, Inc. • Pharmaceutical preparations • New York

• Contract Type
  3(a)(9) Exchange Agreement
• Filed
  November 7th, 2022
• Company
  Verastem, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This letter agreement (the “Agreement” ) confirms the agreement of Verastem, Inc. (the “Company"), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (“Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 10,000,000 shares (the “Shares”) of Common Stock, beneficially owned by the Stockholders, in consideration for a total of 1,000,000 shares of Series A preferred stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 10,000,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.