REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2012 • Atlas Venture Fund VII L P • In vitro & in vivo diagnostic substances • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October , 2012, is by and among ARCA biopharma, Inc., a Delaware corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 2nd, 2012 • Atlas Venture Fund VII L P • In vitro & in vivo diagnostic substances • New York
This Subscription Agreement (the “Agreement”) is dated as of October [ ], 2012 (the “Effective Date”), between ARCA biopharma, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (the “Purchasers”).
LOCK-UP AGREEMENTLock-Up Agreement • February 23rd, 2017 • Atlas Venture Fund VII L P • Services-medical laboratories • Delaware
In connection with the proposed acquisition of Miragen Therapeutics, Inc. (“Miragen”) by Signal Genetics, Inc. (“Signal”) whereby Signal Merger Sub, Inc., a wholly-owned subsidiary of Signal, will merge with and into Miragen (the “Merger”), and in consideration of Miragen proceeding with the Merger as contemplated by the Agreement and Plan of Merger and Reorganization dated October 31, 2016 (the “Merger Agreement”), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Miragen to close the Merger, the undersigned (“Securityholder”), a holder of shares of Miragen Capital Stock, Miragen Options and/or Miragen Warrants (collectively, the “Miragen Securities”) who or that will receive shares of Signal’s Common Stock in exchange for his, her or its shares of Miragen Common Stock and/or upon exercise of Miragen Options and/or Miragen Warrants, as the case may be, hereby agrees with Miragen as follows:
AGREEMENTSchedule 13d Agreement • November 2nd, 2012 • Atlas Venture Fund VII L P • In vitro & in vivo diagnostic substances
Pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of common stock of ARCA biopharma, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Joint Filing AgreementJoint Filing Agreement • February 23rd, 2017 • Atlas Venture Fund VII L P • Services-medical laboratories
In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of February 23, 2017.
