X0206 3 2021-02-03 0 0001770121 Sana Biotechnology, Inc. SANA 0001627387 Harr Steve C/O SANA BIOTECHNOLOGY, INC. 188 EAST BLAINE STREET, SUITE 400 SEATTLE WA 98102 1 1 0 0 President & CEO Common Stock 6142500 D Common Stock 682500 I Held by Harr Family Irrevocable Trust of 2015 dtd 12/28/2015 Stock Option (Right to Buy) 1.48 2030-01-29 Common Stock 590000 D Stock Option (Right to Buy) 7.80 2030-11-09 Common Stock 1118723 D Series A-1 Convertible Preferred Stock Common Stock 1075000 D Series A-2 Convertible Preferred Stock Common Stock 800000 D Series B Convertible Preferred Stock Common Stock 156250 D The option vests and becomes exercisable as to 25% of the underlying shares on February 14, 2021 and in 36 equal monthly installments thereafter. The option vests and becomes exercisable as to (a) 50% of the shares underlying the option on a four year time based vesting with 25% of the underlying shares vesting on February 15, 2022 and in 36 equal monthly installments thereafter; and (b) the remaining 50% of the shares underlying the award would commence vesting on a four year schedule with 25% of the underlying shares vesting as of the one year anniversary of the schedule start date that is the same as the vesting commencement date from part (a) above and the remainder of the underlying shares vesting in 36 equal monthly installments therafter, (Continued from Footnote 2) subject to the occurrence prior to or after each applicable "as of" vesting date of the earlier of (i) a successful initial public offering (defined as a per share price to the public of the Common Stock in such offering as set forth in the Issuer's final prospectus relating to such offering that is greater than the Series B preferred stock original issuance per share price (as adjusted for a reverse stock split)), and (ii) successful proof of concept in a human subject of one of Issuer's therapeutic programs. The shares of Issuer's Preferred Stock automatically convert into shares of Issuer's Common Stock, for no additional consideration, on a 1-for-1 basis immediately prior to the consummation of Issuer's initial public offering. The expiration date is not relevant to the conversion of these securities. Exhibit 24 - Power of Attorney. /s/ James J. MacDonald, Attorney-in-Fact for Steve Harr 2021-02-03