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THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
RUBRYC THERAPEUTICS, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
RubrYc Therapeutics, Inc.,
a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the
"General Corporation Law"),
DOES HEREBY CERTIFY:
the name of this corporation is RubrYc Therapeutics, Inc., and that this corporation was originally incorporated pursuant to the General
Corporation Law on October 27, 2017.
the Board of Directors duly adopted resolutions proposing to amend and restate the Second Amended and Restated Certificate of Incorporation
of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders,
and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting
forth the proposed amendment and restatement is as follows:
RESOLVED, that the Second
Amended and Restated Certificate of Incorporation of this corporation b8e amended and restated in its entirety to read as follows:
FIRST: The name of this
corporation is RubrYc Therapeutics, Inc. (the "Corporation").
SECOND: The address of
the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of
the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law.
FOURTH: The total number
of shares of all classes of stock which the Corporation shall have authority to issue is (i) 48,765,990 shares of Common Stock, $0.0001
par value per share ("Common Stock"), and (ii) 43,219,784 shares of Preferred Stock, $0.0001 par value per share ("Preferred
The following is a statement
of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each
class of capital stock of the Corporation.
General. The voting, dividend and liquidation rights of the holders of Common Stock are subject to and qualified by the
rights, powers and preferences of the holders of Preferred Stock set forth herein.
Voting. The holders of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders
(and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of Common
Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of
one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with
the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General
Corporation Law. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms
of the Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a
majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the
provisions of Section 242(b)(2) of the General Corporation Law.
1,480,079 shares of the authorized
Preferred Stock of the Corporation are hereby designated "Founder Series Preferred Stock", 38,875,360 shares of the
authorized Preferred Stock of the Corporation are hereby designated "Series A Preferred Stock", and 2,864,345 shares
of the authorized Preferred Stock of the Corporation are hereby designated "Series A-2 Preferred Stock" The rights,
preferences, powers, privileges and restrictions, qualifications and limitations granted to and imposed on the Preferred Stock are as
set forth below in Part B of this Article Fourth. Unless otherwise indicated, references to "sections" or "subsections"
in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.
Holders of Series A-2 Preferred Stock and Series A Preferred Stock (collectively, the "Senior Preferred Stock"),
prior and in preference to any declaration or payment of any dividend to the holders of the Founder Series Preferred Stock or the holders
of the Common Stock, shall be entitled to receive, when and as declared by the Corporation's Board of Directors (the "Board
of Directors"), out of the assets of the Corporation available for distribution to its stockholders, a dividend on each outstanding
share of Senior Preferred Stock in an amount equal to (a) with respect to the Series A-2 Preferred Stock, eight percent (8%) of the Series
A-2 Original Issue Price (as defined below) and (b) with respect to the Series A Preferred Stock, eight percent (8%) of the Series A Original
Issue Price (as defined below), per annum. If such dividends are declared, the Corporation shall pay such dividends either in cash or,
at the option of the Board of Directors, by issuing (i) to each holder of Series A-2 Preferred Stock, that number of shares of Series
A-2 Preferred Stock, valued at the Series A-2 Original Issue Price, equal to the aggregate dividend to which such holder is entitled and
(ii) to each holder of Series A Preferred Stock that number of shares of Series A Preferred Stock, valued at the Series A Original Issue
Price, equal to the aggregate dividend to which such holder is entitled. Such dividends shall be payable only when, as and if declared
by the Board of Directors and shall be cumulative. The "Series A-2 Original Issue Price" shall mean $2.6184 per share
and the "Series A Original Issue Price" shall mean $1.0677 per share, in each case subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or other similar recapitalization.
The Corporation shall not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Corporation
(other than shares of Senior Preferred Stock pursuant to Section 1.1.1 and dividends on shares of Common Stock payable in shares
of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders
of the Founders Series Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding
share of Founders Series Preferred Stock in an amount at least equal to eight percent (8%) of the Founder Series Original Issue Price
(as defined below). If such dividends are declared, the Corporation shall pay such dividends in cash. The "Founder Series Original
Issue Price" shall mean $0.7086 per share, subject to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization with respect to the Founder Series Preferred Stock, subject to appropriate adjustment in
the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.
Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.
Preferential Payments to Holders of Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation or Deemed Liquidation Event:
the holders of shares of Series A-2 Preferred Stock then outstanding shall be entitled to be paid first out of the assets of the
Corporation available for distribution to its stockholders before any payment shall be made to the holders of the Series A Preferred Stock,
the Founder Series Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) one
times the Series A-2 Original Issue Price, plus (ii) any accrued but unpaid dividends (whether or not such dividends have been declared
by the Board of Directors) (such amount, "Series A-2 Liquidation Preference"). If upon any such liquidation, dissolution
or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders
shall be insufficient to pay the holders of shares of Series A-2 Preferred Stock the full amount to which they shall be entitled under
this Subsection 2.1.1, the holders of shares of Series A-2 Preferred Stock shall share ratably in any distribution of the assets
available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares were paid in full.
After the payment in full of the distributions required by Section 2.1.1, the holders of shares of Series A Preferred
Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders
before any payment shall be made to the holders of the Founder Series Preferred Stock or Common Stock by reason of their ownership thereof,
an amount per share equal to the sum of (i) one times the Series A Original Issue Price, plus (ii) any accrued but unpaid dividends
(whether or not such dividends have been declared by the Board of Directors) (such amount, the "Series A Liquidation Preference"
and together with the Series A-2 Liquidation Preference, the "Senior Preferred Liquidation Preference"). If upon any
such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for
distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which
they shall be entitled under this Subsection 2.1.1, the holders of shares of Series A Preferred Stock shall share ratably in any
distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect
of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
After the payment in full of the distributions required by Section 2.1.1 and Section 2.1.2, the holders of shares
of Founder Series Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution
to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount equal