AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 25, 2021, is made and entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the Company) (formerly known as Locust Walk Acquisition Corp., a Delaware corporation), Locust Walk Sponsor, LLC, a Delaware limited liability company (the Sponsor), certain equityholders of eFFECTOR Therapeutics Operations, Inc., a Delaware corporation (eFFECTOR), set forth on Schedule A (such equityholders, the eFFECTOR Holders), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the Sponsor Holders and, collectively with the eFFECTOR Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.9 of this Agreement, the Holders and each, a Holder).
WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of January 7, 2021 (the Original RRA);
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of May 26, 2021, (as it may be amended or supplemented from time to time, the Merger Agreement), by and among the Company, eFFECTOR and Locust Walk Merger Sub, Inc., a Delaware corporation;
WHEREAS, on the date hereof, pursuant to the Merger Agreement, the eFFECTOR Holders received shares of the Companys common stock, $0.0001 par value per share (the Common Stock);
WHEREAS, as of the date hereof, the Sponsor beneficially holds (i) 5,056,250 shares of Common Stock which consists of (a) 4,511,250 shares of Common Stock issued upon the automatic conversion of the Companys Class B common stock, $0.0001 par value per share in connection with the Closing (as defined in the Merger Agreement) (the Founder Shares); and (b) 545,000 share of Common Stock issued pursuant to that certain unit subscription agreement, dated January 7, 2021, between the Sponsor and the Company, pursuant to which the Sponsor purchased 545,000 units of the Company (the Placement Units), each Placement Unit consisting of one share of Common Stock (the Placement Shares) and one third of one warrant to purchase one share of Common Stock (the Placement Warrants) in a private placement transaction; and (ii) the Placement Warrants exercisable for 181,667 shares of Common Stock (the Placement Warrant Shares);
WHEREAS, on the date hereof, certain eFFECTOR Holders purchased an aggregate of 4,000,003 shares of Common Stock (the PIPE Shares) in a transaction exempt from registration under the Securities Act (as defined below) pursuant to a subscription agreement, dated as of May 26, 2021, entered into by and between the Company and each of the stockholders party thereto (each, a PIPE Subscription Agreement);
WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Sponsor Holders are Holders in the aggregate of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) as of the date hereof; and
WHEREAS, the Company, the Sponsor and the Sponsor Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.