REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 14, 2020, by and between X4 PHARMACEUTICALS, INC., a Delaware corporation (the Company), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the Buyer). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Purchase Agreement).
A. Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Buyer, and the Buyer has agreed to purchase, up to Fifty Million Dollars ($50,000,000) of the Companys common stock, par value $0.001 per share (the Common Stock), pursuant to Section 1 of the Purchase Agreement (such shares, the Purchase Shares); and
B. To induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the 1933 Act), and applicable state securities laws.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
a. Person means any person or entity including any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
b. Prospectus means the base prospectus, including all documents incorporated therein by reference, included in any Registration Statement (as hereinafter defined), as it may be supplemented by a prospectus or the Prospectus Supplement (as hereinafter defined), in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the U.S. Securities and Exchange Commission (the SEC) pursuant to Rule 424(b) under the 1933 Act, together with any then issued issuer free writing prospectus(es), as defined in Rule 433 of the 1933 Act, relating to the Registrable Securities.
c. Register, registered, and registration refer to a registration effected by preparing and filing one or more registration statements of the Company under the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis (Rule 415), and the declaration or ordering of effectiveness of such registration statement(s) by the SEC.