REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 2, 2021 (the Effective Date), is made and entered into by and among Renovacor, Inc., a Delaware corporation (f/k/a Chardan Healthcare Acquisition 2 Corp.) (the Company), and each of the stockholders set forth on the signature pages hereto (each, a Stockholder collectively, the Stockholders).
WHEREAS, on the Effective Date, certain Stockholders identified as the Initial Stockholders on Exhibit A hereto (the Initial Stockholders) collectively hold 2,155,661 shares of Common Stock (the Initial Shares) and warrants exercisable for 3,500,000 shares of Common Stock (the Initial Warrants), which were issued to the Initial Stockholders prior to the consummation of the Companys initial public offering;
WHEREAS, on the Effective Date, certain of the Stockholders identified as the Renovacor Stockholders on Exhibit A hereto (the Renovacor Stockholders) have acquired an aggregate of 6,500,000 shares of Common Stock (together with any shares of Common Stock that may be issued to the Renovacor Stockholders as Earnout Consideration (as defined in the Merger Agreement), if any, collectively, the Merger Shares) in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger (the Merger Agreement), dated as of March 22, 2021, by and among the Company, CHAQ2 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), and Renovacor Holdings, Inc. (f/k/a Renovacor, Inc.) (the Acquired Company), pursuant to which Merger Sub merged with and into the Acquired Company (the Merger), with the Acquired Company surviving the Merger as a wholly owned subsidiary of the Company; and
WHEREAS, pursuant to the terms of the Merger Agreement and the Subscription Agreements, the Company has agreed to register (i) the Initial Shares and all shares of Common Stock issuable pursuant to the exercise of the Initial Warrants, (ii) the Merger Shares and (iii) the Investment Shares for resale under the 1934 Act, and the Stockholders and the Company desire to enter into this Agreement to provide the Stockholders with certain rights relating to the registration of such securities from time to time after the Effective Date.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following capitalized terms used herein shall have the following meanings:
1933 Act means the Securities Act of 1933, as amended.
1934 Act means the Securities and Exchange Act of 1934, as amended.
Acquired Company has the meaning set forth in the Recitals.
Agreement has the meaning set forth in the Preamble.
Allowed Delay has the meaning set forth in Section 2(c)(ii).
Availability Date has the meaning set forth in Section 3(i).