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. 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. From the date of this Agreement through the completion of the 2018 Annual Meeting, # Investor agrees not to transfer or dispose of (other than to its Affiliates) voting power over any shares of its Common Stock and # Investor agrees not to engage in any trading in or with respect to the Common Stock of the Company that would have the effect of reducing the net voting power of Investor and its Affiliates with respect to the election of directors at the 2018 Annual Meeting below the voting power of the shares of its Common Stock.

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. 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. Subject to Executive’s compliance with the terms of the Agreement and this Amendment, effective as of 12:01 a.m. Pacific time on January 1, 2020 (the “Effective Time”): # Company shall transfer to Executive or an entity designated by Executive (in either case, “Buyer”), and Executive shall cause Buyer to accept, all of the assets of Company listed on [Exhibit A] hereto and no others (the “Assets”), free and clear of all liens; and # Executive may choose, in his sole discretion, to accept assignment from the Company of any of the liabilities and obligations of the Company listed on [Exhibit B] hereto and no others (the “Potentially Assumed Liabilities”) by providing written notice to the Company on or by 5:00 p.m. on November 29, 2019 of those liabilities and obligations of the Company to be assumed by Executive. For clarity, the Surviving Provisions shall continue in full force and effect after the Effective Time.

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.

TRANSFER. This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company, subject only to the provisions of Section 14(a) below and Section 5 of the Purchase Agreement.

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 14(d)), registered as the Holder may request, representing the outstanding Principal being

Transfer. The licenses and covenants granted in [Sections 10.1 and 10.2] are transferable only upon a permitted assignment of this CCPS Agreement in accordance with [Section 18.12].