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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of September 2, 2025 between Pharvaris N.V., a public
company with limited liability (naamloze vennootschap) incorporated and existing under the laws of the Netherlands (the "Company") and General Atlantic PH B.V. (the "Investor"). Except as
otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Section 1 Demand Registrations.
(a) Shelf Registration Statement. The Company shall use its reasonable best efforts to file with the Securities and
Exchange Commission (the "SEC") within 30 calendar days after the date hereof and use its reasonable best efforts to have declared effective as soon as practicable after the filing thereof a registration statement on Form F-3 or any comparable or successor form or forms or a post-effective amendment to an existing automatic registration statement on Form F-3ASR, pursuant to Rule 413(b) or
otherwise, or any similar short-form registration constituting a "shelf" registration statement providing for the registration of, and the sale by the Investor, or its affiliates, as applicable, on a continuous or delayed basis of, all
of the Registrable Securities, pursuant to Rule 415 or otherwise (a "Shelf Registration Statement"). The Company shall keep current the Shelf Registration Statement (or, if the Company is not eligible to file a registration
statement on Form F-3 or a post-effective amendment to an existing automatic registration statement on Form F-3ASR, pursuant to Rule 413(b) or otherwise, a successor
effective registration statement on Form F-1 providing for the registration of, and the sale by the Investor on a continuous or delayed basis of, all of the Registrable Securities, pursuant to Rule 415 or
otherwise) for three years following the effective date of the initial Shelf Registration Statement (or such earlier time as the Investor no longer holds any Registrable Securities). Any such successor registration statement shall be considered a
"Shelf Registration Statement" for the purposes of this Agreement. In the event the Company files a Shelf Registration Statement on Form F-1, the Company shall use its reasonable best efforts to
convert it to a Shelf Registration Statement on Form F-1 to a registration statement on Form F-3 as soon as practicable after the Company is eligible to use Form F-3.
(b) Shelf Registrations.
(i) For so long as a Shelf Registration Statement is and remains effective, the Investor will have the right at any time or
from time to time to elect to sell pursuant to an offering (including an Underwritten Offering) Registrable Securities pursuant to such registration statement ("Shelf Registrable Securities"). If the Investor desires to sell
Registrable Securities pursuant to an Underwritten Offering, then the Investor may deliver to the Company a written notice (a "Shelf Offering Notice") specifying the number of Registrable Securities that the Investor desires to
sell pursuant to such Underwritten Offering (the "Shelf Offering"). The number of Shelf Offerings that the Investor may effect pursuant to this Section 1(b) shall not be limited, provided that the number
of Underwritten Offerings shall be limited to a total of two (2) in any calendar year, it being understood, for the avoidance of doubt, any Underwritten Block Trade (as defined below) effected pursuant to a Shelf Offering shall be considered an
Underwritten Offering for the purposes hereof. The Company, subject to Section 1(c) and Section 4, will include in such Shelf Offering all Registrable Securities with respect to which the Company
has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(c), use
its reasonable best efforts to consummate such Shelf Offering.
(ii) If the Investor desires to engage in an underwritten block trade or
bought deal pursuant to a Shelf Registration Statement (each, an "Underwritten Block Trade"), then notwithstanding the time periods set forth in Section 1(b)(i), the Investor may notify the
Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence, and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such
Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences).
determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(b) shall be determined by the Investor, and the Company
shall use its reasonable best efforts to cause any Shelf Offering to occur in accordance with such determinations as promptly as practicable.
(c) Priority on Demand Registrations and Shelf Offerings. The Company may include in any Shelf Offering securities which are not
Registrable Securities. If a Shelf Offering is an Underwritten Offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and other securities (if any) requested to be included in
such offering exceeds the number of Registrable Securities and other securities (if any), which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the
Company will include in such offering (prior to the inclusion of any securities which are not Registrable Securities) the number of Registrable Securities requested to be included by the Investor which, in the opinion of such underwriters, can be
sold, without any such adverse effect.
(d) Restrictions on Shelf Offerings.
(i) The Company may postpone, for up to 60 days (or with the consent of the Investor, a longer period) from the date of the
request (the "Suspension Period"), the filing or the effectiveness of a Shelf Registration Statement or suspend the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable
Securities) by providing written notice to the Investor if the following conditions are met: (A) the Company determines that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on
any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or shares (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization,
financing or other transaction involving the Company and (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of material
non-public information not otherwise required to be disclosed under applicable law, and either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction,
(y) disclosure would have a material adverse effect on the Company or the Company's ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with SEC requirements, in each case under
circumstances that would make it impractical or inadvisable to cause the registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable. The Company
may delay or suspend the effectiveness of a Shelf Registration Statement pursuant to this Section 1(d)(i) only once in any twelve (12)-month period (for avoidance of doubt, in addition to the Company's
rights and obligations under Section 2(a)(vi)) unless additional delays or suspensions are approved by the Investor.
(ii) In the case of an event that causes the Company to suspend the use of a
Shelf Registration Statement as set forth in Section 1(d)(i) above or pursuant to Section 2(a)(vi) (a "Suspension Event"), the Company will give a notice to
the Investor (a "Suspension Notice") to suspend sales of the Registrable Securities and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension Event or
its effect is continuing. The Investor agrees not to effect any sales of its Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to
receipt of an End of Suspension Notice. The Investor may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an "End of
Suspension Notice") from the Company, which End of Suspension Notice will be given by the Company to the Investor promptly following the conclusion of any Suspension Event (and in any event during the permitted Suspension Period).
(iii) The Investor may deliver written notice (including via email) (an
"Opt-Out Notice") to the Company requesting that the Investor not receive notices from the Company otherwise required by this Section 1(d); provided, however, that the Investor may
later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Investor (unless and until subsequently revoked), (i) the Company shall
not deliver any such notices to the Investor and the Investor shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Investor's intended use of an effective registration statement, the
Investor will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this
Section 1(d) and the related Suspension Period remains in effect, the Company will so notify the Investor, within one (1) Business Day of the Investor's notification, by delivering to the Investor a copy of such notice of Suspension
Event that would have been provided, and thereafter will provide the Investor with the related notice of the conclusion of such Suspension Event immediately upon its availability, and the Investor shall comply with any restrictions on using such
registration statement during such Suspension Event.
(e) Selection of Underwriters. The Investor shall select the investment
banker(s) and manager(s), subject to consent of the Company which shall not be unreasonably withheld, to administer any Underwritten Offering in connection with any Shelf Offering.
(f) Other Registration Rights. The Company shall not hereafter enter into any agreement with respect to its securities, including any
other registration rights agreement, which is inconsistent with or violates the rights granted to the Investor in this Agreement.
Revocation of Demand Notice or Shelf Offering Notice. At any time prior to the "pricing" of any offering relating to a Shelf Offering Notice, the Investor may revoke or withdraw such notice of a Shelf Offering Notice by
providing written notice to the Company. A notice of Shelf Offering Notice that has been revoked or withdrawn shall count as one of the permitted Underwritten Offerings for the calendar year.
(h) Confidentiality. The Investor agrees to treat as confidential the receipt of any notice hereunder (including a Suspension Notice)
and the information contained therein, and not to disclose or use the information contained in any such notice (or the existence thereof) without the prior written consent of the Company until such time as the information contained therein is or
becomes available to the public generally (other than as a result of disclosure by the Investor in breach of the terms of this Agreement).
Section 2 Registration Procedures.
(a) Company Obligations. The Company will use its reasonable best efforts to effect the registration and the sale of the
Investor's Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:
(i) prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related
prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, all in accordance with the Securities Act and all applicable rules and regulations promulgated
thereunder (provided that before filing or confidentially submitting a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investor copies of all such documents
proposed to be filed or submitted, which documents will be subject to the review and comment of such counsel);
the Investor of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any
notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration
statement filed hereunder;
(iii) prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (A) the period ending when all of the securities covered by such registration statement have been
disposed of in accordance with the intended methods of distribution by the Investor set forth in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration
statement relates to an Underwritten Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and
(B) three years from the effective date of the initial Shelf Registration Statement, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such
period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(iv) furnish, without charge, to each seller of Registrable Securities thereunder and each underwriter, if any, such number of
copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) (in each case including all exhibits and documents incorporated by reference
therein), each amendment and supplement thereto, each Free Writing Prospectus and such other documents as such seller or underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such
seller (the Company hereby consenting to the use in accordance with all applicable laws of each such registration statement, each such amendment and supplement thereto, and each such prospectus (or preliminary prospectus or supplement thereto) or
Free Writing Prospectus by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);
(v) use its reasonable best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction);
(vi) notify the Investor in writing (A) promptly after it receives notice thereof, of the date and time when such
registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective
under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for
additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event or of any information or circumstances as a result of which the prospectus
included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 1(d), if required by applicable law,
the Company will use its reasonable best efforts to promptly prepare and file a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue