0001193125-21-072143 Sample Contracts

Prometheus Biosciences, Inc. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • New York

Prometheus Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement with SVB Leerink LLC (“SVB Leerink”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which SVB Leerink and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Common Stock. The aforesaid [•] shares of Common

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February 7, 2021 Mark Stenhouse Dear Mark:
Letter Agreement • March 8th, 2021 • Prometheus Biosciences, Inc. • Pharmaceutical preparations • California

It is with great pleasure that we offer you the position with Prometheus Biosciences, Inc. (“Prometheus” or the “Company”). This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment or services to the Company.

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