REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of January 15, 2019, by and among Alpine Immune Sciences, Inc., a Delaware corporation (the Company), and the several purchasers signatory hereto (each a Purchaser and collectively, the Purchasers).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and each Purchaser (the Purchase Agreement).
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Advice has the meaning set forth in Section 6(d).
Affiliate means, with respect to any person, any other person, which directly or indirectly controls, is controlled by, or is under common control with, such person.
Agreement has the meaning set forth in the Preamble.
Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.
Closing has the meaning set forth in the Purchase Agreement.
Closing Date has the meaning set forth in the Purchase Agreement.
Commission means the Securities and Exchange Commission.
Common Stock means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereinafter be reclassified.
Company has the meaning set forth in the Preamble.
Effective Date means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.
Effectiveness Deadline means, with respect to the Initial Registration Statement or the New Registration Statement, the twenty-fifth (25th) calendar day following the Filing Deadline (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the ninetieth (90th) calendar day following the Filing Deadline); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the