AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
INVESTOR’S RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTOR’S RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of January 10, 2023 by and among Landos Biopharma, Inc., a Delaware corporation (the “Company”) and the Investors listed on the signature pages hereto, and amends that certain Xxxxxxx and Restated Investor’s Rights Agreement, dated as of August 9, 2019, by and among the Company and the parties thereto (as amended or otherwise modified from time to time, the “Investor’s Rights Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in Investor’s Rights Agreement.
RECITALS
WHEREAS, the Company and the Investors are parties to the Investor’s Rights Agreement;
WHEREAS, pursuant to Subsection 7.6 of the Investor’s Rights Agreement, the Investor’s Rights Agreement may be amended by the written consent of (a) the Company, and (b) the holders of a majority of the Registrable Securities then outstanding including Perceptive and RTW (such holders, the “Requisite Holders”);
WHEREAS, the undersigned Investors represent the Requisite Holders necessary to amend the Investor’s Rights Agreement pursuant to this Amendment; and
WHEREAS, the Company and the undersigned Investors desire to amend certain provisions of the Investor’s Rights Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties hereto, intending to be legally bound, agree as follows:
“Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of (a) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration and (b) the fifth anniversary of Amendment No. 1 to the Amended and Restated Investor’s Rights Agreement.”
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
COMPANY:
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chief Executive Officer
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
INVESTOR:
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Operating Officer
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
INVESTOR:
PERCEPTIVE XONTOGENY VENTURE FUND, L.P.
By: Perceptive Xontogeny Venture GP, LLC,
its General Partner
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Operating Officer
By: /s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Representative
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Investor’s Rights Agreement as of the date first written above.
INVESTOR:
PX VENTURE (A), LLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
Signature Page to Landos Biopharma, Inc.
Amendment No. 1 to Investor’s Rights Agreement
EXHIBIT A
Investors
Perceptive Xontogeny Venture Fund II, L.P.
c/o Perceptive Advisors, LLC
00 Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
