SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 27th day of November, 2019 by and among NexImmune, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
WHEREAS, certain of the Investors hold shares of the Companys Series A Preferred Stock (the Existing Investors);
WHEREAS, the Company and Existing Investors are party to an Investors Rights Agreement dated as of January 8, 2019 (the Existing Agreement);
WHEREAS, concurrently with the execution of this Agreement, the Company and certain of the Investors are entering into a Series A-3 Preferred Stock Purchase Agreement (the Purchase Agreement) providing for the sale of shares of the Companys Series A-3 Preferred Stock; and
WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce certain of the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement, which amends and restates the Existing Agreement in its entirety;
NOW, THEREFORE, the parties hereby agree as follows:
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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 fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
1.2 Arrowmark Group Investor means each of Tony Yao, ArrowMark Fundamental Opportunity Fund, L.P., Arrowmark Life Sciences Fund, L.P., CF Ascent, LLC, Lookfar Investments, LLC, Meridian Small Cap Growth Fund, THB Iron Rose, LLC, and The Iron Rose, LLC Life Science Portfolio.
1.3 Barer Group Investor means each of Dr. Sol Barer, Joshua Barer, Barer & Son Capital, LLC and B&S NexImmune Holdco, LLC.