TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 8(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 8(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(vi) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

Transfer. ​, BMS may provide to MTEM certain materials Controlled by BMS for use by MTEM in furtherance of the Research Program, including ​ (collectively, the “Transferred BMS Materials”). For clarity, whether BMS provides any Transferred BMS Materials to MTEM shall be in the sole discretion of ​. Such written agreement between BMS and MTEM shall specify the agreed upon Transferred BMS Materials, the agreed upon reasonable quantities thereof, and the purposes for which the parties agree that MTEM would use such Transferred BMS Materials. If BMS decides to provide any such requested Transferred BMS Materials, BMS shall transfer the agreed-upon Transferred BMS Materials to MTEM after such agreement ​ (the “Permitted MTEM Purposes”). Transfers of such Transferred BMS Materials by BMS to MTEM shall be documented in writing, and shall set forth the type and name of the Transferred BMS Materials, the amount of the Transferred BMS Materials transferred and the date of the transfer of such Transferred BMS Materials. MTEM shall only use the Transferred BMS Materials for the Permitted MTEM Purposes and MTEM agrees that such Transferred BMS Materials shall be used in compliance with Applicable Law and the terms and conditions of this Agreement. Without limiting the foregoing, MTEM shall not # seek or obtain Patent or other intellectual property protection on any Transferred BMS Materials or Transferred BMS Materials IP, # attempt to reverse engineer, synthesize, sequence or design around any Transferred BMS Materials, or # generate any progeny, mutants, derivatives, modifications, improvements, analogs or variants of any Transferred BMS Materials or combine or incorporate any of the

Transfer. From the date hereof until the IPO Time, no Party hereto shall sell, transfer, distribute, assign, pledge or otherwise, directly or indirectly, dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in such Party’s Common Stock or other equity securities without the prior written consent of the Company.

Transfer. If any Series B Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Series B Preferred Share Certificate to the Company (or, if the Series B Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company will forthwith issue and deliver upon the order of such Holder a new Series B Preferred Share Certificate (in accordance with Section 17(d)) (or evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Series B Preferred Shares being transferred by such Holder and, if less than the entire outstanding number of Series B Preferred Shares is being transferred, a new Series B Preferred Share Certificate (in accordance with Section 17(d)) to such Holder representing the outstanding number of Series B Preferred Shares not being transferred (or evidence of such remaining Series B Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee, by acceptance of the Series B Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason of the provisions of Section 4(c)(i) following conversion or redemption of any of the Series B Preferred Shares, the outstanding number of Series B Preferred Shares represented by the Series B Preferred Shares may be less than the number of Series B Preferred Shares stated on the face of the Series B Preferred Shares.

Transfer. Neither this Note nor any of the rights or obligations of the Holder hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent. Neither this Note nor any of the rights or obligations of the Company hereunder may be assigned, in whole or in part, by the Company without the prior written consent of the Holder, other than to a Successor. Subject to the foregoing, the rights and obligations of the Company and the Holder under this Note shall be binding upon and enure to the benefit of their respective permitted successors, assigns, heirs, administrators and transferees.

Transfer. On the terms and conditions set forth in the Summary of Stock Grant and this Agreement, the Company agrees to transfer to the Transferee the number of Shares set forth in the Summary of Stock Grant. The transfer shall occur at the offices of the Company on the date of transfer set forth in the Summary of Stock Grant or at such other place and time as the parties may agree.

Transfer. Roche shall provide Poseida with Materials, if any, as specified to be provided by Roche in the Tier 1 Development Plan, Tier 1 Process Development Plan, Initial Collaboration Research Plan, the Additional Collaboration Research Plan, a Collaboration Research Plan, or an Early Development Collaboration Plan or as agreed by Roche for Poseida’s use thereunder through the JRT, JDT, or JMT, as applicable (collectively, the “Roche Materials”).

Transfer. Any shares of Stock underlying the Performance Share Award that are delivered pursuant to Section 2 may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof. This award itself shall not be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part.