REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is dated as of October 30, 2020, by and among Miragen Therapeutics, Inc., a Delaware corporation (the Company), and the several purchasers signatory hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of October 27, 2020, between the Company and each Purchaser (the Purchase Agreement).
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
Advice has the meaning set forth in Section 6(d).
Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act of 1933, as amended.
Agreement has the meaning set forth in the Preamble.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Common Stock means the Companys common stock, par value $0.01 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.
Company has the meaning set forth in the Preamble.
Effective Date means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.
Effectiveness Deadline means, with respect to the Initial Registration Statement or the New Registration Statement, the thirtieth (30th) calendar day following the Filing Deadline (or, in the event the Commission reviews and has written comments to the Initial Registration Statement or the New Registration Statement, the sixtieth (60th) calendar day following the Filing Deadline); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.
Effectiveness Period has the meaning set forth in Section 2(b).