VIKING GLOBAL INVESTORS LP - 15 Nov 2022 Form 4 Insider Report for Rallybio Corp (RLYB)

Footnote F1

On November 15, 2022, Opportunities Fund acquired 3,333,388 pre-funded warrants, each with an exercise price of $0.0001, ("Pre-Funded Warrants") for an aggregate purchase price of $20 million. Each Pre-Funded Warrant represents the right to purchase one share of the Issuer's common stock ("Common Stock"), subject to the Blocker (defined in footnote 2), and can be exercised on a cash or cashless basis. The Pre-Funded Warrants will not expire.

Footnote F2

The Pre-Funded Warrants cannot be exercised to the extent that, upon giving effect to such exercise, the aggregated number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any "group" or any other persons whose beneficial ownership could be aggregated with the holders) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, which percentage may be increased or decreased at the holder's election only upon 61 days' advance notice to the Issuer, provided that such percentage may in no event exceed 19.99% (the "Blocker"). As of the date of this Form 4, the Reporting Persons (as defined in footnote 3) cannot exercise their Pre-Funded Warrants due to the Blocker.

Footnote F3

Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), and Viking Global Opportunities Parent GP LLC ("Opportunities Parent"), the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), which is the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"), which is the general partner of Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). VGI provides managerial services to various investment funds, including Opportunities Fund. Each of VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own the shares reported on this form.

Footnote F4

These Pre-Funded Warrants are held directly by Opportunities Fund. Because of the relationship between VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Mr. Halvorsen, Mr. Ott, Ms. Shabet and Opportunities Fund, each of VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own the shares held directly by Opportunities Fund.

Footnote F5

The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.