NOW THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE 1 Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
Adversely Affected Holder shall have the meaning set forth in Section 5.1.
Agreement shall mean this Amended and Restated Investors Rights Agreement, as the same may be amended from time to time.
Affiliate shall mean, with respect to any Holder, any person or entity controlling, controlled by or under common control with such Holder, and (i) with respect to NMSIC Co-Investment Fund, L.P., shall include any affiliate of Sun Mountain Capital Partners, LLC, (ii) with respect to PCM/Exagen, L.P., shall include Hunt Holdings L.P., (iii) with respect to Tullis-Dickerson Capital Focus III, L.P., shall include any pooled investment vehicle managed by Tullis Health Investors of FL, LLC, and any of its affiliates.
Blue Sky laws shall mean applicable state securities laws and the rules and regulations thereunder, all as the same shall be in effect from time to time.
Board shall mean the Corporations Board of Directors.
Certificate of Incorporation shall mean the Corporations Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.
Commission shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
Common Stock shall mean the Corporations Common Stock, $0.001 par value per share.
Corporation shall mean Exagen Inc., a Delaware corporation, its successors and assigns.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.
Form S-1 shall mean Form S-1 issued by the Commission or any substantially similar form then in effect.
Form S-3 shall mean Form S-3 issued by the Commission or any substantially similar form then in effect.
H.I.G. shall mean H.I.G. Bio-Exagen, L.P. and affiliates thereof.
Holders shall mean the Holders and their permitted assigns under Section 2.8.
Holder Director shall have the meaning set forth in Section 4.3.
Holder Indemnitors shall have the meaning set forth in Section 4.3.