REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 17, 2020, by and among Frequency Therapeutics, Inc., a Delaware corporation, with principal office located at 19 Presidential Way, 2nd Floor, Woburn, MA 01801 (the Company) and the undersigned buyers (each, a Buyer and, collectively, the Buyers).
A. Pursuant to the Securities Purchase Agreement by and among the parties hereto of even date herewith (the Securities Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Buyers at the Closing (as defined in the Securities Purchase Agreement) the number of shares of the Companys common stock, par value $0.001 per share (the Common Stock), set forth on Schedule A to the Securities Purchase Agreement (the Shares).
B. To induce the Buyers to purchase the Shares pursuant to the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, or any similar successor statutes and the rules and regulations thereunder (collectively, the 1933 Act).
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:
a. 1934 Act means, collectively, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar successor statutes.
b. Affiliate means, as to any specified Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, (ii) any executive officer, director, trustee or general partner of the specified Person and (iii) any legal entity for which the specified Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly, or indirectly through one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether by contract, through the ownership of voting securities, partnership interests or other equity interests or otherwise.
c. Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are authorized or required by law to remain closed.
d. Closing Date means the date of the issuance of the Shares pursuant to the Securities Purchase Agreement.