March 21, 2024 Cogent Biosciences, Inc. Waltham, MA 02451 Attention: Evan Kearns Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen:Letter Agreement • March 22nd, 2024 • Cogent Biosciences, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) confirms the agreement of Cogent Biosciences, Inc. (the “Company”), and the holder of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (the “Stockholder”), pursuant to which the Stockholder has agreed to exchange [•] shares (the “Common Shares”) of Common Stock, beneficially owned or owned of record, as applicable, by the Stockholder, in consideration for a total of [•] shares of Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designations of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock attached hereto as Exhibit A (the “Initial COD”), as amended by the Certificate of Amendment of the COD attached hereto as Exhibit B (the “COD Amendment,” and the Initial COD as amended by the C
