Bring-down Release. Employee agrees to extend (the “Extension”) his release and waiver of claims hereunder (and the related representations, acknowledgements, and covenants as set forth herein) effective as of his last day of employment with the Company (the “Bring-Down Release”), in each case, to include all claims not otherwise excluded from such release arising through and including his last day of employment. The Extension shall be effected by Employee re-executing (but not earlier than his last day of employment with the Company) the signature page to this Agreement where indicated (such date of re-execution, the “Bring-Down Release Effective Date”). The Company’s promises under this Agreement, including but not limited to its obligation to provide Employee with the benefits described in Section 2 of this Agreement will arise only after the Bring-Down Release Effective Date.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company:

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company # files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 8(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; # files an annual report on Form 10-K under the Exchange Act; # files its quarterly reports on Form 10-Q under the Exchange Act; or # files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in [clauses (i) through (iv)] shall be a “Representation Date”); the Company shall furnish Cowen with a certificate, in the form attached hereto as [Exhibit 8](l) within three (3) Trading Days of any Representation Date if requested by Cowen. The requirement to provide a certificate under this Section 8(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Cowen with a certificate under this Section 8(l), then before the Company delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate, in the form attached hereto as [Exhibit 8](l), dated the date of the Placement Notice.

a good standing certificate for the Company from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation as of a recent date, together with a bring‑down certificate, dated the Closing Date;

The Company shall continue to pay Employee his base salary, subject to applicable withholdings, for one year following the Transition Date, payable on Cambridge’s regularly scheduled payroll dates, provided that the first payment will not be made until the first regularly scheduled payroll date following the Bring-Down Release Effective Date (as defined in [Section 12]) of this Agreement, and will include any payments that otherwise would have been paid between the Transition Date and the Bring-Down Release Effective Date.

Down Rounds. If, prior to an IPO, the Company conducts a private offering of equity securities of the Company with the principal purpose of raising capital after the original date of issuance of this Warrant at a price per share lower than the Exercise Price then in effect (such offering being referred to herein as a “Down Round”), the Company shall give the Holder the opportunity to purchase up to that number of shares of equity securities of the Company to be sold through the Down Round as will enable the Holder to own or acquire immediately after completion of the Down Round the same percentage of the equity securities of the Company (on a Fully Diluted Basis) as the Holder owned and/or had the right to purchase under this Warrant immediately prior to commencement of the Down Round offering. In this regard, the Company shall provide written notice to the Holder reasonably in advance

Flow Down. The Contractor shall, as far as practicable, place all subcontracts with Major Subcontractors on terms that will enable the Contractor to terminate in the same manner set forth under this [Article 22.0], Termination for Default of Contract.

As a further condition to receiving the payments and benefits described in Section 2 above, Executive agrees to sign a bring-down release in the form attached as Exhibit B to this Agreement (the “Bring Down Release”) no earlier than the Separation Date and no later than 21 days after the date Executive executes this Agreement and not to revoke the Bring Down Release.

Flow Down Obligations. The use of Subcontractors to perform portions of the Work under this Contract shall not in any way excuse Contractor from its responsibilities to provide all of the Work required under this Contract in accordance with the terms. Where required or appropriate, this shall be achieved by flowing down relevant provisions to the respective Subcontractors. Contractor shall use commercially reasonable efforts to flow down the relevant provisions of this Contract to the Major Subcontractors. For the avoidance of doubt, any gaps between the obligations of the Contractor to Customer and the obligations of Subcontractors to the Contractor shall be at the risk of the Contractor, and shall not limit Customer’s rights and benefits hereunder.

Following the termination of this Agreement for any reason each Party will be responsible for an orderly wind-down of this Agreement with respect to such Research Candidate, Development Candidate, Product or Reversion Product (as applicable), in accordance with accepted pharmaceutical industry norms and ethical practices, including any then on-going Clinical Trials hereunder with respect to such Research Candidate, Development Candidate, Product or Reversion Product (as applicable). The Parties will endeavor to effect any such wind-down as expeditiously as possible and subject to Applicable Law and taking in account the then-current applicable Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan. In such circumstances, each Party will also continue to bear its share of all Research Costs, Development Costs and Joint Commercialization Costs incurred during any such wind-down period, as well as all committed or otherwise non-cancellable Research Costs, Development Costs and Joint Commercialization Costs for any activities agreed to by the Parties under the then-current applicable Research Plan, Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan. By way of example, but not limitation, in the event that the termination of this Agreement occurs in the middle of a Phase 3 Clinical Trial for a Development Candidate, then each Party will continue to bear its share of all Development Costs with respect to such Phase 3 Clinical Trial until it is concluded.