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)
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.
