SECOND AMENDED AND RESTATED
INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of March 2, 2021, by and among Caribou Biosciences, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto (each, an Investor) and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
WHEREAS, certain of the Investors (the Existing Investors) hold shares of the Companys Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, and/or shares of Common Stock (all as defined below) issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to an Amended and Restated Investors Rights Agreement dated as of May 12, 2016, among between the Company and such Investors (the Prior Agreement); and
WHEREAS, the Existing Investors are holders of at least a majority of the outstanding Registrable Securities of the Company (as defined in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and
WHEREAS, certain of the Investors are parties with the Company to that certain Series C Preferred Stock Purchase Agreement of even date herewith (the Purchase Agreement), pursuant to which certain of the Companys and such Investors obligations are conditioned upon the execution and delivery of this Agreement.
NOW, THEREFORE, the Company and the Existing Investors agree that the Prior Agreement shall be amended and restated in its entirety by this Agreement, and the parties to this Agreement further agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of this definition, the term control when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms controlling and controlled shall have meanings correlative to the foregoing.
1.2 Board means the board of directors of the Company.
1.3 Certificate of Incorporation means the Fourth Amended and Restated Certificate of Incorporation of the Company (as the same may be further amended or restated).
1.4 Common Stock means shares of the Companys common stock, $0.0001 par value per share.
1.5 Competitor means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the same business as the Company, but shall not include (1) any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding equity of any business competitive with the Company and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any such company, (2) Pig Improvement Company UK Limited (PIC), (3) Novartis Institutes for BioMedical Research, Inc. (NIBR), (4) E.I. du Pont de Nemours & Co. (DuPont), (5) F-Prime Capital Partners Healthcare Fund IV LP or its Affiliate funds (F-Prime), (6) Anterra F&A Ventures I Coöperatief U.A. or its Affiliate funds (Anterra), (7) PFM Healthcare Master Fund, L.P., Partner Investments, L.P., PFM Healthcare Growth Equity Holdings I, LLC (collectively, PFM) or their Affiliate funds, (8) Zone III Healthcare Holdings, LLC or its Affiliate funds, (9) RIDGEBACK CAPITAL INVESTMENTS LP or its Affiliate