Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 10 and applicable securities Laws, if at any time prior to the first anniversary of the first Closing hereunder, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investors the opportunity to purchase up to one hundred percent (100%) of such New Securities. The Investors shall be entitled to apportion the right of first offer hereby granted to them in proportion to their respective percentages of the total Subscription Amount including every Closing that has occurred under this Agreement as of such time stated in the preceding sentence.
10.1 The Company shall give notice (the “Offer Notice”) to the Investors, stating (a) its bona fide intention to offer such New Securities, (b) the number of such New Securities to be offered, and (c) the price and terms, if any, upon which it proposes to offer such New Securities.
10.2 By notification to the Company within ten (10) days after the Offer Notice is given, the Investors may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to one hundred percent (100%) of such New Securities. The closing of any sale pursuant to this Section 10 shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of the New Securities pursuant to Section 10.3.
10.3 The Company may, during the ninety (90) day period following the expiration of the period provided in Section 10.2, offer and sell the remaining portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section 10.
10.4 The right of first offer in this Section 10 shall not be applicable to an Exempt Issuance (as defined in the Note), or any New Securities registered for sale under the Securities Act.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of New Securities to each Major Investor as described in this Section 4. A Major Investor shall be entitled to apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The right of first refusal in this Section 4 shall not be applicable with respect to any Major Investor, if at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act.
Rights to Future Stock Issuances. (a) Each Purchaser has the right of first refusal to purchase such Purchaser’s Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined in Section 3.06(b) below) that the Company may from time to time issue after the date of this Agreement, provided, however, such Purchaser shall have no right to purchase any such New Securities if such Purchaser cannot demonstrate to the Company’s reasonable satisfaction that such Purchaser is at the time of the proposed issuance of such New Securities an “accredited investor” as such term is defined in Regulation D under the Securities Act. A Purchaser’s “Pro Rata Share” for purposes of this right of first refusal is the ratio of (a) the number of shares of the Company’s Common Stock issued or issuable upon conversion of the shares of Series Seed Preferred Stock owned by such Purchaser, to (b) the Fully-Diluted Share Number. For the purposes of the Agreement, the “Fully-Diluted Share Number” shall mean that number of shares of the Company’s capital stock equal to the sum of (i) all shares of the Company’s capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all options, warrants and other convertible securities and (ii) all shares of the Company’s capital stock reserved and available for future grant under any equity incentive or similar plan.
Rights to Future Stock Issuances. 19 5.1 Right of First Offer 19 5.2 Termination 20 6. Additional Covenants. 21 6.1 Insurance 21 6.2 Employee Agreements 21 6.3 Board Matters 21 6.4 Expenses of Counsel 21 6.5 Indemnification Matters 22 6.6 Successor Indemnification 22 6.7 Right to Conduct Activities 22 6.8 FCPA 23 6.9 Stock Plan Amendments 23 6.10 Termination of Covenants 24 7. Vote to Increase Authorized Common Stock 24 8. Drag-Along Right 24 8.1 Actions to be Taken 24 8.2 Conditions 25 9. Restrictions on Sales of Control of the Company 27 10. Remedies 27 10.1 Covenants of the Company 27 10.2 Irrevocable Proxy and Power of Attorney 27 11. Term of VA Provisions 28 12. Miscellaneous. 28 12.1 Successors and Assigns 28 12.2 Governing Law 28 12.3 Counterparts 28 12.4 Titles and Subtitles 28 12.5 Notices 29 12.6 Amendments and Waivers 29 12.7 Severability 30 12.8 Aggregation of Stock 30 12.9 Additional Holders 30 12.10 Entire Agreement 31 12.11 Dispute Resolution 31 12.12 Delays or Omissions 31 Schedule A - Schedule of Investors Schedule B - Schedule of Noteholders Exhibit A - Form of Noncompetition and Nonsolicitation Agreement THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 1st day of March, 2023, by and among Vedanta Biosciences, Inc., a Delaware corporation (the “Company”) each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the noteholders listed on Schedule B hereto, each of which is referred to in this Agreement as a “Noteholder” and each other person who becomes party to this Agreement as a Key Holder pursuant to Section 12.9(c).
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of New Securities to each Major Investor as described in this Section 4. A Major Investor shall be entitled to apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, provided that each such Affiliate agrees to enter into this Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each agreement. The right of first refusal in this Section 4 shall not be applicable with respect to any Major Investor, if at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act.
Rights to Future Stock Issuances. (i) Subject to Section 7(a)(ii)(7), following the Closing and for so long as the Option is issued and outstanding, and (A) Purchaser has not Transferred all or any portion of the Securities to any Person that is not a Permitted Transferee, or (B) Purchaser has not failed to exercise at least 50% of its Pro Rata Portion in connection with the pre-emptive rights described in this Section 7(f) more than once following the Triggering Event Date, if the Company proposes to sell any New Securities the Company shall offer Purchaser the opportunity to purchase New Securities in an amount equal to up to Purchaser’s pro rata ownership (which shall include all shares of Capital Stock then owned by Purchaser and all shares issuable under all of Purchaser’s Option assuming full exercise thereof) of the issued and outstanding shares of Capital Stock, assuming exercise of all of Purchaser’s Option and calculated based on a fully diluted basis utilizing the treasury stock method of accounting as of the date of such offering (the “Pro Rata Portion”). Purchaser’s participation in such offering shall be on the same terms and conditions as other investors in any such offering, including that all proceeds of such offering and sale to Purchaser be in funds immediately available for use by the Company; provided that Purchaser shall not be obligated to agree to any restrictive covenants or otherwise limit its rights in connection therewith, other than applicable federal and state securities Laws and other required regulatory compliance, if any, in connection with participation in the offering.
(ii) The Company shall give written notice (the “Offer Notice”) to Purchaser, stating (A) its bona fide intention to offer such New Securities, (B) the proposed number of such New Securities to be offered, (C) the price and terms, if available, upon which it proposes to offer such New Securities and (D)
Rights to Future Stock Issuances. 7
3.1 Right of First Offer 7 3.2 Offer Notice 7 3.3 Investor Election 7 3.4 Failure to Fully Subscribe 7 3.5 Excluded Securities 8 4. Lock-Up 8
4.1 Agreement to Lock-Up 8
4.2 Stop Transfer Instructions 9 5. Registration Rights 9 5.1 Demand Registration 9 5.2 Company Registration 10 5.3 Underwriting Requirements 10 5.4 Obligations of the Company 11 5.5 Furnish Information 12 5.6 Expenses of Registration 12 5.7 Indemnification 13 5.8 Reports Under Exchange Act 14 5.9 Limitations on Subsequent Registration Rights 14 5.10 Assignment 14 5.11 Termination of Registration Rights 15
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of New Securities to each Major Investor and Major SAFE Investor as described in this Section 4. A Major Investor and Major SAFE Investor shall be entitled to apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The right of first refusal in this Section 4 shall not be applicable with respect to any Major Investor or Major SAFE Investor, if at the time of such subsequent securities issuance, the Major Investor or the Major SAFE Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of New Securities to each Major Investor as described in this Section 4. A Major Investor shall be entitled to apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate, provided that each such Affiliate (a) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board and (b) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement. The right of first refusal in this Section 4 shall not be applicable with respect to any Investor, if at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act.
Rights to Future Stock Issuances. Subject to the terms and conditions of this Section 4 and applicable securities laws, if the Company proposes to sell any New Securities, the Company shall offer to sell a portion of New Securities to each Major Investor as described in this Section 4. A Major Investor shall be entitled to apportion the right of first refusal hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The right of first refusal in this Section 4 shall not be applicable with respect to any Major Investor or Affiliate of such Major Investor, if at the time of such subsequent securities issuance, the Major Investor or its Affiliate is (i) not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act or (ii) a “covered person” under Rule 506(d)(i) under the Securities Act in respect of the Company, and is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act.
