X0306 4 2021-04-23 0 0001724979 Rain Therapeutics Inc. RAIN 0001465914 Davis Aaron I. C/O RAIN THERAPEUTICS INC. 8000 JARVIS AVENUE, SUITE 204 NEWARK CA 94560 1 0 1 0 0001468223 MVA Investors, LLC 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO CA 92130 1 0 1 0 Common Stock 2021-04-23 4 P 0 25000 15.58 A 25000 I See Footnote Common Stock 2021-04-23 4 P 0 125000 16.27 A 150000 I See Footnote Common Stock 2021-04-27 4 P 0 1025000 17.00 A 1175000 I See Footnote Series B Preferred Stock 2021-04-27 4 C 0 3263986 0.00 D Non-Voting Common Stock 3022489 0 I See Footnote Series B Preferred Stock 2021-04-27 4 C 0 86097 0.00 D Non-Voting Common Stock 79726 0 D Non-Voting Common Stock 2021-04-27 4 C 0 3022489 0.00 A Common Stock 3022489 3022489 I See Footnote Non-Voting Common Stock 2021-04-27 4 C 0 79726 0.00 A Common Stock 79726 79726 D These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) Aaron I. Davis, (iv) MVA Investors, LLC ("MVA Investors"), and (v) Joe Lewis (collectively, the "Boxer Group"), and indirectly by Boxer Management, Mr. Lewis and Mr. Davis by virtue of their ownership in Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. Each share of Series B Preferred Stock was convertible into Common Stock on a one-for-1.0799 basis at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. Pursuant to an Exchange Agreement, dated April 17, 2021, the shares of Series B Preferred Stock reported herein were exchanged for shares of Non-Voting Common Stock on a one-for-1.0799 basis immediately prior to the closing of the Issuer's initial public offering without payment or additional consideration. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer. These securities are owned directly by MVA Investors, which may be deemed to be a member of the Boxer Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and indirectly by Mr. Davis who is a member of and has voting and dispositive power over securities held by MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. /s/ Nelson Cabatuan, Attorney-in-fact for Aaron Davis 2021-04-27 MVA Investors, LLC, By: /s/ Aaron Davis, Aaron Davis, Chief Executive Officer 2021-04-27