SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of February 21, 2018, by and among Kaleido Biosciences, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (each, an Investor, and together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Subsection 6.9, the Investors).
WHEREAS, certain of the Investors (the Existing Investors) possess registration rights, information rights, rights of first offer, and other rights pursuant to an Amended and Restated Investors Rights Agreement, dated as of February 16, 2017, between the Company and the Existing Investors (the Prior Agreement);
WHEREAS, the Existing Investors 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, concurrently with the execution of this Agreement, the Company and certain of the Investors are entering into a Series C Preferred Stock Purchase Agreement of even date herewith (as the same may be amended and/or restated from time to time, the Purchase Agreement), pursuant to which such Investors have agreed to purchase shares of Series C Preferred Stock (as defined below).
NOW, THEREFORE, the Company and the Existing Investors hereby agree to amend and restate the Prior Agreement in its entirety as set forth herein, and all of the parties hereto 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, managing member, officer or director of such Person or any venture capital or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or investment advisor with, such Person.
1.2 Common Stock means shares of the Companys common stock, par value $0.001 per share.
1.3 Damages means any loss, damage, claim, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.