Scholar Rock Holding (SRRK) 10-K 2022 FY Annual report

Exhibit 10.31

SCHOLAR ROCK, INC.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated EmploymentAgreement(“Agreement”)ismadebetweenScholar Rock,Inc.,aDelaware corporation(the“Company”),andJunlin Ho(the“Employee”)andiseffective as of March 1, 2023 (the “Effective Date”). Except with respect to the Restrictive Covenant Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Employee and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between the Employee and the Company dated May 23, 2018 (the “Prior Agreement”) and (ii) any other offer letter, employment agreement or severance agreement.

WHEREAS, the Company desires to continue to employ the Employee and the Employee desires to continue to be employed by the Company on the new terms and conditions contained herein.

NOW,THEREFORE,inconsiderationofthemutualcovenantsandagreementsherein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment.

(a)Term.ThetermofthisAgreementshallcommenceontheEffectiveDate and continue until terminated in accordance with the provisions hereof (the “Term”).The Employee’s employment with the Company will continue to be “at will,” meaning that the Employee’s employment may be terminated by the Company or the Employee at any time and for any reason subject to the terms of this Agreement.

(b)Position and Duties.During the Term, the Employee shall serve as the General Counsel & Corporate Secretary of the Company, and shall have such duties and authorities as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”).The Employee shall devote her full working time and efforts to the business and affairs of the Company.Notwithstanding the foregoing, the Employee may serve on other boards of directors, with the approval of the CEO, or engage in religious, charitable or other community activities as long as such services and activities donotmateriallyinterferewiththeEmployee’sperformanceofherdutiestothe Company as provided in this Agreement.

2. Compensation and Related Matters.

(a)Base Salary.During the Term,theEmployee’sannualbasesalaryshallbe $431,000.TheEmployee’s basesalaryshallbereviewed annuallybytheCompensation CommitteeoftheBoard of Directors of Scholar Rock Holding Corporation (such Board of Directors, the “Board” and such Compensation Committee, the “Compensation Committee”) ortheCEO.Thebasesalaryineffect at any given time is referred to herein as “Base Salary.”The Base Salary shall be payable in a mannerthatisconsistentwiththeCompany’susualpayroll practices.

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(b)Incentive Compensation.DuringtheTerm,theEmployeeshallbeeligible to receive cash incentive compensation as determined by the Board or the Compensation Committeefromtimetotime.TheEmployee’stargetannualincentivecompensationshall be forty percent (40%) of her Base Salary (the “Target Annual Incentive Compensation”). Except as otherwise provided herein, to earn incentive compensation, the Employee must be employed by the Company on the day such incentive compensation is paid.

(c)Expenses.The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by her during the Term in performing serviceshereunder,inaccordancewiththepoliciesandproceduresthenineffectandestablished by the Company.

(d)Other Benefits.During the Term, the Employee shall be eligible to participateinorreceivebenefitsundertheCompany’semployeebenefitplansineffectfrom time to time, subject to the terms of such plans.

(e)Vacations.During the Term, the Employee shall be entitled to paid vacationinaccordancewiththeCompany’spoliciesandprocedures.The Employeeshallalso be entitled to all paid holidays given by the Company in accordance with the policies and procedures then in effect and established by the Company.

(f)Equity. The equity awards held by the Employee shall continue to be governed by the terms and conditions of the applicable equity incentive plan(s) of Scholar Rock Holding Corporation (“SR Holding”) and the applicable award agreement(s) (collectively, the “Equity Documents”). TheEmployeemayalsobe eligibletoreceive future equityawards,inthesole discretion of the Board or the Compensation Committee.

3.Termination.DuringtheTerm,theEmployee’semploymenthereundermaybe terminated without any breach of this Agreement under the following circumstances:

(a) Death.TheEmployee’s employmenthereundershallterminateuponher

death.

(b) Termination by Company for Cause.TheCompanymayterminatethe

Employee’s employment hereunder for Cause.For purposes of this Agreement, “Cause” shall mean:(i) conduct bythe Employee constitutinga material act of misconduct in connection with the performance of her duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Employee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty orfraud,oranyconduct bytheEmployeethatwouldreasonablybeexpectedtoresultinmaterial injury or reputational harm to the Company or any of its subsidiaries or affiliates if she were retained in her position; (iii) continued non-performance by the Employee of her duties hereunder (other than by reason of the Employee’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non- performance from the CEO; (iv) a breach bythe Employee of anyof the provisions contained in Section 7 of this Agreement; (v) a material violation bythe Employee of the Company’s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an

investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(c)Termination Without Cause.The Company may terminate the Employee’s employment hereunder at any time without Cause.Any termination by the Companyof the Employee’s employment under this Agreement which does not constitute a terminationforCauseunderSection3(b)anddoesnotresultfromthedeathoftheEmployee under Section 3(a) shall be deemed a termination without Cause.

(d)Termination by the Employee.The Employee may terminate her employmenthereunderat anytimeforanyreason, includingbutnotlimitedtoGoodReason. For purposes of this Agreement, “Good Reason” shall mean that the Employee has complied with the “Good Reason Process” (hereinafter defined) followingthe occurrence of anyof the following events:(i) a material diminution in the Employee’s responsibilities, authority or duties; (ii) a material diminution in the Employee’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantiallyallseniormanagementemployeesoftheCompany;(iii)amaterialchangeinthe geographic location at which the Employee provides services to the Company, except for

required travel for the Company’s business; or (iv) the material breach of this Agreement bythe Company.“Good Reason Process” shall mean that (i) the Employee reasonably determines in goodfaiththata“GoodReason”conditionhasoccurred;(ii)theEmployeenotifiestheCompany in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Employee cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Employee terminates her employment within 60 days after the end of the Cure Period.If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(e)Notice of Termination.Except for termination as specified in Section 3(a),anyterminationoftheEmployee’semploymentbytheCompanyoranysuchtermination by the Employee shall be communicated by written Notice of Termination to the other party hereto.For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(f)Date of Termination.“Date of Termination” shall mean:(i) if the Employee’s employment is terminated byherdeath, the date ofher death; (ii) ifthe Employee’s employment is terminated by the Company under Section 3(c), the date on which a Notice of Termination is given; (iii) if the Employee’s employment is terminated by the Employee under Section 3(d) without Good Reason, 30 days after the date on which a Notice of Termination is given,and(iv)iftheEmployee’semploymentisterminatedbytheEmployeeunderSection3(d) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period.Notwithstanding the foregoing, in the event that the Employee gives a Notice of Termination to the Company, the Companymayunilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

4. Compensation Upon Termination.

(a)Termination Generally.IftheEmployee’semploymentwiththeCompany is terminated for any reason, the Company shall pay or provide to the Employee (or to her authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Employee’s Date of Termination; and (ii) any vested benefits the Employee may have under any employee benefit planoftheCompanythroughtheDateofTermination,whichvestedbenefitsshallbepaidand/or provided in accordance with the terms of such employee benefit plans (collectively, the“Accrued Benefit”).

(b)Termination by the Company Without Cause or by the Employee with Good Reason.During the Term, if the Employee’s employment is terminated by the Company withoutCauseasprovidedinSection3(c),ortheEmployeeterminatesheremploymentforGood Reason as provided in Section 3(d), then the Company shall pay the Employee her Accrued Benefit.In addition, subject to the Employee signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner

satisfactory to the Company (the “Separation Agreement and Release”) and the Separation AgreementandReleasebecomingirrevocableandfullyeffective,allwithin60daysafterthe Date of Termination (or such shorter time period provided in the Separation Agreement and Release):

(i)theCompanyshallpaytheEmployeeanamountequalto9months of the Employee’s Base Salary (the “Severance Amount”).Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease;

(ii)if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then theCompanyshall payto the Employee amonthlycash payment for 9 monthsortheEmployee’sCOBRAhealthcontinuationperiod,whicheverendsearlier,in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and

(iii)the amounts payable under Section 4(b)(i) and (ii) shall be paid outinsubstantiallyequalinstallmentsinaccordancewiththeCompany’spayrollpractice over 9 months commencingwithin60days aftertheDateofTermination;provided,however,thatifthe 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.EachpaymentpursuanttothisAgreementisintendedtoconstitutea separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

5.Change in Control Payment.The provisions of this Section 5 set forth certain terms of an agreement reached between the Employee and the Company regarding the Employee’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Employee’s continued attention and dedication to her assigned duties and her objectivity during the pendency and after the occurrence of any such event.These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a terminationofemployment,ifsuchterminationofemploymentoccurswithin 18monthsafterthe occurrence of the first event constituting a Change in Control.These provisions shall terminate and be of no further force or effect beginning 18 months after the occurrence of a Change in Control.

(a)Change in Control.DuringtheTerm,ifwithin18monthsafteraChange in Control, the Employee’s employment is terminated by the Company without Cause as provided in Section 3(c) or the Employee terminates her employment for Good Reason as provided in Section 3(d), then, subject to the signing of the Separation Agreement and Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective,allwithin60daysaftertheDateofTermination(orsuchshortertimeperiodprovided in the Separation Agreement and Release):

(i)the Company shall pay the Employee a lump sum in cash in an amount equal to the sum of (A) the Employee’s current Base Salary (or the Employee’s BaseSalaryin effect immediatelypriorto theChangein Control, if higher) plus (B) the Employee’s Average Incentive Compensation (For purposes of this Agreement,“AverageIncentiveCompensation”shallmeantheTargetAnnualIncentive Compensation the Employee would have been entitled to receive in the fiscal year of

termination (or the Employee’s Target Annual Incentive Compensation in the fiscal year immediately prior to the Change in Control, if higher).In no event shall “Average IncentiveCompensation”includeanysign-onbonus,retentionbonusoranyotherspecial bonus.);

(ii)notwithstanding anything to the contraryin any applicable option agreementorstock-basedawardagreement,alltime-basedstockoptionsandothertime- based stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination;

(iii)if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then theCompanyshall payto the Employee amonthlycash payment for 12 monthsortheEmployee’sCOBRAhealthcontinuationperiod,whicheverendsearlier,in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; and

(iv)TheamountspayableunderSection5(a)(i)and(iii)shallbepaidor commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year,

such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

(b) Additional Limitation.

(i)AnythinginthisAgreementtothecontrarynotwithstanding,inthe event that the amount of any compensation, payment or distribution by the Company to orforthebenefitoftheEmployee,whetherpaidorpayableordistributedordistributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and

the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall bereduced(butnotbelowzero)sothatthesumofalloftheAggregatePaymentsshallbe

$1.00 less than the amount at which the Employee becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Employee receiving a higher After Tax Amount (as defined below) than the Employee would receive if the Aggregate Payments were not subject to such reduction.In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity- basedpaymentsandacceleration;and(4)non-cashformsofbenefits;providedthatinthe case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A- 24(b) or (c).

(ii)For purposes of this Section 5(b), the “After Tax Amount” means theamountoftheAggregatePaymentslessallfederal,state,andlocalincome,exciseand employment taxes imposed on the Employee as a result of the Employee’s receipt of the Aggregate Payments.For purposes of determining the After Tax Amount, the Employee shall be deemed to pay federal income taxes at the highest marginal rate of federalincometaxationapplicabletoindividualsforthecalendaryearinwhichthedetermination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iii)The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 5(b)(i) shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Employee within15businessdaysoftheDateofTermination,ifapplicable,oratsuchearliertime asisreasonablyrequestedbytheCompanyorthe Employee.Anydeterminationbythe Accounting Firm shall be binding upon the Company and the Employee.

(c)Definitions.ForpurposesofthisSection5,thefollowingtermsshallhave the following meanings:

“Change in Control” shall mean anyof the following:

(i)any“person,”assuchtermisusedinSections13(d)and14(d)of theSecuritiesExchangeActof1934,asamended(the“Act”)(otherthanSR Holding,

anyofitssubsidiaries,oranytrustee,fiduciaryorotherpersonorentityholdingsecurities under any employee benefit plan or trust of SR Holding or any of its subsidiaries),

together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is definedinRule13d-3undertheAct),directlyorindirectly,ofsecuritiesofSR Holding representing 50 percent or more of the combined voting power of SR Holding’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from SR Holding); or

(ii)thedateamajorityofthemembersoftheBoardisreplacedduring any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii)the consummation of (A) any consolidation or merger of SR Holding wherethestockholdersofSR Holding,immediatelypriortotheconsolidation ormerger,wouldnot,immediatelyaftertheconsolidationormerger,beneficiallyown(as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of SR Holding issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactionscontemplatedorarrangedbyanypartyas asingleplan)ofallorsubstantially all of the assets of SR Holding and its affiliates on a consolidated basis.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition ofsecurities by SR Holding which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of the combined votingpower of all of the then outstandingVoting Securities; provided, however, that if any person referred to in this sentence shall thereafter becomethebeneficialownerofanyadditionalsharesofVotingSecurities(otherthanpursuantto a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from SR Holding) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

6. Section 409A.

(a)Anything in this Agreement to the contrarynotwithstanding, if at the time of the Employee’s separation from service within the meaning of Section 409A of the Code, the CompanydeterminesthattheEmployeeisa“specifiedemployee”withinthemeaningofSection 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Employee becomes entitled to under this Agreement on account of the Employee’s separation from service

would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Employee’s separation from service, or (B) the Employee’s death.If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall beprovided bythe Companyor incurred bythe Employeeduringthe time periods set forth in this Agreement.All reimbursements shall be paid as soon as administrativelypracticable,butinnoeventshallanyreimbursementbepaidafterthelastdayof the taxable year following the taxable year in which the expense was incurred.The amount of

in-kindbenefitsprovidedorreimbursableexpensesincurredinonetaxableyearshallnotaffect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses).Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extentthatsuchpaymentorbenefitispayableupontheEmployee’sterminationofemployment, then such payments or benefits shall be payable only upon the Employee’s “separation from service.”The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section

1.409A-1(h).

(d)The parties intend that this Agreement will be administered in accordance withSection409AoftheCode.TotheextentthatanyprovisionofthisAgreementisambiguous as to its compliance with Section 409A ofthe Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code.Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).The parties agree that this Agreement may be amended, as reasonablyrequestedbyeitherparty, andasmaybenecessarytofullycomplywithSection409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)The Company makes no representation or warranty and shall have no liabilitytotheEmployee oranyotherpersonifanyprovisionsofthisAgreementaredetermined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

7.Confidential Information, Noncompetition and Cooperation.

(a)Restrictive Covenant Agreement. The terms of the Employee Non-

Competition, Non-Solicitation, Confidentiality and Assignment Agreement between the Company and the Employee attached hereto as Exhibit A (the “Restrictive Covenant Agreement”) continue to be in full force and effect.

(b)Litigation and Regulatory Cooperation.During and after the Employee’s employment,theEmployeeshallcooperatefullywiththeCompanyinthedefenseorprosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Companywhich relate to events or occurrences that transpired while the Employee was employed by the Company.The Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.During and after the Employee’s employment, the Employee also shall cooperate fullywith the Companyin connection with anyinvestigation or review of anyfederal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Employee was employed by the Company.The Company shall reimburse the Employee for any reasonable out-of-pocket expenses incurred in connection with the Employee’s performance of obligations pursuant to this Section 7(b).

(c)Relief.The Employee agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Employee of the promises set forth in this Section 7, and that in any event money damages would be an inadequateremedyforanysuchbreach.Accordingly,subjecttoSection8ofthisAgreement,the Employee agrees that if the Employee breaches, or proposes to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain anysuch breach without showingor proving anyactual damage to the Company. In addition, in the event the Employee breaches this Section 7 during a period when she is receiving severance payments pursuant to Section 4 or Section 5 hereof, the Company shall have the right to suspend or terminate such severance payments.Such suspension or termination shall not limit the Company’s other options with respect to relief for such breach and shall not relieve the Employee of her duties under this Agreement.

(d)Protected Disclosures and Other Protected Action.Nothingcontainedin this Agreement limits the Employee’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company.

8.Arbitration of Disputes.Anycontroversyorclaimarisingoutoforrelatingtothis Agreement or the breach thereof or otherwise arising out of the Employee’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, intheabsenceofsuchanagreement,undertheauspicesoftheAmericanArbitrationAssociation (“AAA”) in Boston, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators.In the event that any person or entity other than the Employee or the Company may be a party with regard to any such controversy or claim, such controversy or

claim shall be submitted to arbitration subject to such other person or entity’s agreement.

Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.This Section 8 shall be specifically enforceable.Notwithstanding the foregoing,thisSection8shallnotprecludeeitherpartyfrompursuingacourtactionforthe sole purpose of obtaining a temporaryrestraining order or a preliminaryinjunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

9.Consent to Jurisdiction.Totheextentthatanycourtactionispermittedconsistent with or to enforce Section 8 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts.Accordingly, with respect to any such court action, the Employee (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

10.Integration.ThisAgreement, together with the Restrictive Covenant Agreement and the Equity Documents,constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including, without limitation, the Prior Agreement.

11.Withholding.AllpaymentsmadebytheCompanytotheEmployeeunderthis Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

12.Successor to the Employee.This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal representatives, executors, administrators, heirs, distributees,deviseesandlegatees.IntheeventoftheEmployee’sdeathafterherterminationof employment but prior to the completion by the Company of all payments due to her under this Agreement, the Company shall continue such payments to the Employee’s beneficiary designatedinwritingtotheCompanypriorto herdeath(ortoherestate,iftheEmployeefailsto make such designation).

13.Enforceability.If anyportion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable bya court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as towhichitissodeclaredillegalorunenforceable,shallnotbeaffectedthereby,andeachportion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.Survival.TheprovisionsofthisAgreementshallsurvivetheterminationofthis Agreement and/or the termination of the Employee’s employment to the extent necessary to effectuate the terms contained herein.

15.Waiver.No waiver of any provision hereof shall be effective unless made in writingandsignedbythewaivingparty.Thefailureofanypartytorequiretheperformanceof any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

16.Notices.Anynotices,requests,demandsandothercommunicationsprovidedfor bythisAgreementshall besufficientifinwritinganddeliveredinpersonorsentbyanationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Employee at the last address the Employee has filed in writingwith the Company or, in the case of the Company, at its main offices, attention of the Board.

17.Amendment.ThisAgreementmaybeamendedormodifiedonlybyawritten instrumentsignedbythe Employee andbyadulyauthorizedrepresentative oftheCompany.

18.Governing Law.ThisisaMassachusettscontractandshallbeconstruedunder and be governed in all respects by the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof.

19.Counterparts.ThisAgreementmaybeexecutedinanynumberofcounterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

20.Successor to Company.TheCompanyshallrequireanysuccessor(whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place.Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

21.Gender Neutral.Whereverusedherein,apronouninthemasculinegendershall be considered as including the feminine gender unless the context clearly indicates otherwise.

[REMAINDEROFPAGEINTENTIONALLYLEFTBLANK.SIGNATUREPAGESFOLLOW.]

INWITNESSWHEREOF,thepartieshaveexecutedthisAgreement effectiveonthe date and year first above written.

SCHOLAR ROCK, INC.

/s/ JAY BACKSTROM

_________________________________________

By: Jay T. Backstrom

Its: President and CEO

EMPLOYEE

/s/ Junlin Ho

Junlin Ho

[SignaturePageto Amended and Restated Employment Agreement]

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