X0206 3 2018-07-19 0 0001737953 Replimune Group, Inc. REPL 0001528382 Omega Fund IV, L.P. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001528383 Omega Fund IV GP, L.P. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001624456 Omega Fund IV G.P. Manager, Ltd. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001361712 Stampacchia Otello 185 DARTMOUTH STREET BOSTON MA 02116 1 0 1 0 0001623720 Lim Richard J. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001652863 Paster Anne-Mari 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 Series Seed Preferred Stock Common Stock 100000 D Series Seed Warrants (right to buy) 10.00 Series Seed Preferred Stock 25000 D Series A Convertible Preferred Stock Common Stock 259366 D Series B Convertible Preferred Stock Common Stock 101896 D The Series Seed Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"); or (iii) by vote or written consent of the holders of at least 75% of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis) and the holders of at least 55% of the then outstanding shares of Series B (as defined below) (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a 1-for-9.94688 basis. The Series Seed Warrants (the "Warrants") will automatically convert upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act into warrants for the purchase of common stock on a 1-for-9.94688 basis. The Warrants have no expiration date. The Series A Convertible Preferred Stock is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act; or (iii) by vote or written consent of the holders of at least 75% of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis) and the holders of at least 55% of the then outstanding shares of Series B (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a 1-for-9.94688 basis. The Series B Convertible Preferred Stock ("Series B") is convertible (i) at any time at the option of the holder; (ii) automatically upon the closing of a firm-commitment underwritten public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act; or (iii) by vote or written consent of the holders of at least 75% of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis) and the holders of at least 55% of the then outstanding shares of Series B (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a 1-for-9.94688 basis. The reported securities are beneficially owned by Omega Fund IV, L.P. ("Omega IV"). The reported securities may be deemed to be beneficially owned by each of Omega Fund IV GP, L.P. ("Omega IV GP"), as the general partner of Omega IV, and Omega Fund IV GP Manager, Ltd. ("Omega IV GP Manager"), as the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega IV and, as a result, may each be deemed to beneficially own the reported securities. Otello Stampacchia is also a director of the issuer. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his, her or its pecuniary interest therein. Exhibit List: 24-1 Power of Attorney 24-2 Power of Attorney /s/ Anne-Mari Paster, Signature of Anne-Mari Paster as an authorized signatory of each Reporting Person 2018-07-19