AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the 29th day of September, 2019, by and among Health Sciences Acquisitions Corporation, a Delaware corporation (the Company), and the undersigned parties listed under Investor on the signature page hereto (each, an Investor and collectively, the Investors).
WHEREAS, concurrently with the execution of this Agreement, the Company is entering into that certain Share Exchange Agreement, dated as of September 29, 2019 (the Share Exchange Agreement), by and among the Company, Immunovant Sciences Ltd., a Bermuda exempted limited company (Immunovant), the stockholders of Immunovant (the Immunovant Stockholders) and Roivant Sciences Ltd., a Bermuda exempted limited company, to effect the consummation of a business combination with Immunovant (the Business Combination);
WHEREAS, Health Sciences Holdings, LLC (the Sponsor) is party to that certain Registration Rights Agreement, dated May 9, 2019 (the Prior Agreement), pursuant to which the Company provided the Sponsor with certain rights relating to the registration of the securities held by them; and
WHEREAS, as a condition of, and as a material inducement for Immunovant to enter into and consummate the transactions contemplated by the Share Exchange Agreement, the Company and the Sponsor have agreed to amend and restate the Prior Agreement to provide certain rights relating to the registration of shares of Common Stock (as defined below) held by stockholders of Immunovant, as of and contingent upon the closing of the Business Combination.
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 agree that the Prior Agreement is hereby amended and restated in its entirety, as of and contingent upon the closing of the Business Combination, as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Commission means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.
Closing Date is the closing date of the Business Combination and has the meaning set forth in Section 2.3 of the Share Exchange Agreement.
Common Stock means the common stock, par value $0.0001 per share, of the Company.
Company is defined in the preamble to this Agreement.
Demand Registration is defined in Section 2.1.1.
Demanding Holder is defined in Section 2.1.1.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
Form S-3 is defined in Section 2.3.
Indemnified Party is defined in Section 4.3.
Indemnifying Party is defined in Section 4.3.
Investor is defined in the preamble to this Agreement.
Investor Indemnified Party is defined in Section 4.1.
Maximum Number of Shares is defined in Section 2.1.4.