Kimberlee C. Drapkin - 03 May 2023 Form 4 Insider Report for Jounce Therapeutics, Inc.

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub, Inc., a direct and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of March 26, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effectve as of May 3, 2023 (the "Effective Time").

Footnote F2

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and unvested restricted stock unit settleable in Shares (each, a "Company RSU") vested in full, was cancelled and converted into the right to receive (i) the product of (A) the total number of Shares then underlying such Company RSU multiplied by (B) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right for each Share subject thereto.

Footnote F3

Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.85 in cash (the "Offer Price") without interest and subject to applicable withholding taxes and (ii) one contingent value right.

Footnote F4

Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested immediately prior to the Effective Time vested in full. As of the Effective Time, each Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled Company Stock Option was entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of $1.85 over the applicable exercise price per Share under such Company Stock Option and (ii) one contingent value right for each Share subject thereto.