0001564590-21-028548 Sample Contracts

THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
Stealth BioTherapeutics Corp • May 18th, 2021 • Pharmaceutical preparations • Massachusetts

STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated in the Cayman Islands with company number 165223 (the “Company”), for value received, hereby certifies that MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED, a company organized and existing under the laws of the British Virgin Islands, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on February 26, 2024. Ordinary Shares, each with a nominal or par value of US$0.0003, of the Company (“Ordinary Shares”), at a purchase price of $0.16 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.

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AMENDMENT TO DEVELOPMENT FUNDING AGREEMENT
Development Funding Agreement • May 18th, 2021 • Stealth BioTherapeutics Corp • Pharmaceutical preparations

This Amendment to Development Funding Agreement (this “Amendment”), dated as of May 17, 2021 (the “Amendment Effective Date”) is by and between Stealth Bio Therapeutics Corp, a Cayman Islands exempted company with registered number 165223, (“Stealth”) and Morningside Venture (I) Investments Limited (“Morningside”).

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