REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made as of August 26, 2021 by and among Aadi Bioscience, Inc. (f/k/a Aerpio Pharmaceuticals, Inc.), a corporation organized and existing under the laws of the State of Delaware (the Company), and the several purchasers signatory hereto (each, a Purchaser and collectively, the Purchasers).
WHEREAS, the Company is party to that certain Agreement and Plan of Merger, dated as of May 16, 2021 (as may be amended, supplemented or otherwise modified from time to time, the Merger Agreement), by and among the Company, Aspen Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and AADi Bioscience, Inc., Inc. (Surviving Corporation), a Delaware corporation, (the Merger Agreement), pursuant to which Merger Sub will merge with and into the Surviving Corporation, with the Surviving Corporation surviving the merger as a wholly owned subsidiary of the Company (the Merger);
WHEREAS, following the Merger, the Company will change its name to AADi Bioscience, Inc.;
WHEREAS, the Company and the Purchasers are parties to a Subscription Agreement, dated as of May 16, 2021 (the Subscription Agreement), pursuant to which the Purchasers are purchasing shares of capital stock and/or pre-funded warrants of the Company; and
WHEREAS, in connection with the consummation of the transactions contemplated by the Subscription Agreement, and pursuant to the terms of the Subscription Agreement, the parties desire to enter into this Agreement in order to grant certain rights to the Purchasers as set forth below.
NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Certain Definitions. Unless the context otherwise requires, the following terms, for all purposes of this Agreement, shall have the meanings specified in this Section 1. Capitalized terms used and not otherwise defined herein that are defined in the Subscription Agreement shall have the meanings given such terms in the Subscription Agreement.
Affiliate has the meaning set forth in Rule 12b-2 of the rules and regulations promulgated under the Exchange Act; provided, however, that for purposes of this Agreement, the Purchasers and their Affiliates, on the one hand, and the Company and its Affiliates, on the other, shall not be deemed to be Affiliates of one another.
Agreement has the meaning set forth in the recitals.
Allowed Delay has the meaning set forth in Section 2.1(b)(ii).
Board means the board of directors of the Company.