REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 29, 2020 by and among Allena Pharmaceuticals, Inc., a corporation incorporated in the State of Delaware (the Company), and the Lenders named in that certain Loan and Security Agreement by and among the Company and the Lenders, dated September 29, 2020 (the Loan Agreement). Capitalized terms used herein have the respective meanings ascribed thereto in the Loan Agreement unless otherwise defined herein.
The parties hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
Common Stock means the common stock, par value $0.001 per share, of the Company and any securities into which such shares may hereinafter be reclassified.
Conversion Shares means shares of Common Stock issued or issuable upon the conversion of the Term Loan that is outstanding.
Effectiveness Deadline means the one hundred twentieth (120) calendar day following the Closing Date.
Effectiveness Period means the period of the date hereof to the date on which all Registrable Securities covered by the Registration Statement may be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities Act.
Exchange Act means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
Filing Deadline means the sixtieth (60th) calendar day following the Closing Date.
Lender(s) means (i) the Lenders identified in the Loan Agreement and (ii) any permitted transferee of any Lender who is a subsequent holder of Registrable Securities.
Prospectus means (i) the prospectus included in the Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the Securities Act.
Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of the Registration Statement or similar document.