REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made as of , 2020 by and among Proteostasis Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the Company), and the several purchasers signatory hereto (each, a Purchaser and collectively, the Purchasers).
WHEREAS, the Company is party to that certain Agreement and Plan of Merger and Reorganization by and among the Company, Pangolin Merger Sub, Inc., Yumanity Holdings, LLC and Yumanity Therapeutics, Inc. (Yumanity), dated as of August 22, 2020 (the Merger Agreement), pursuant to which Yumanity will become a wholly-owned subsidiary of the Company;
WHEREAS, following the Merger (as defined in the Merger Agreement), the Company will change its name to Yumanity Therapeutics, Inc.;
WHEREAS, the Company and the Purchasers are parties to a Subscription Agreement, dated as of the date hereof (the Purchase Agreement), pursuant to which the Purchasers are purchasing shares of capital stock of the Company; and
WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain rights to the Purchasers as set forth below.
NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Certain Definitions. Unless the context otherwise requires, the following terms, for all purposes of this Agreement, shall have the meanings specified in this Section 1.
Affiliate has the meaning set forth in Rule 12b-2 of the rules and regulations promulgated under the Exchange Act; provided, however, that for purposes of this Agreement, the Purchasers and their Affiliates, on the one hand, and the Company and its Affiliates, on the other, shall not be deemed to be Affiliates of one another.
Allowed Delay has the meaning set forth in Section 2.1(b)(ii).
Board means the board of directors of the Company.
Business Days has the meaning ascribed to such term in the Purchase Agreement.
Closing Date has the meaning ascribed to such term in the Purchase Agreement.
Common Stock means shares of the common stock, par value $0.001 per share, of the Company.
Effective Date means the date that a Registration Statement filed pursuant to Section 2.1(a) is first declared effective by the SEC.
Effectiveness Deadline means, with respect to the Shelf Registration Statement or New Registration Statement, the ninetieth (90th) calendar day following the Closing Date (or, in the event the SEC reviews and has written comments to the Shelf Registration Statement or the New Registration Statement, the one hundred twentieth (120th) calendar day following the Closing Date); provided, however, that if the Company is notified by the SEC that the Shelf Registration Statement or the New Registration Statement will not be reviewed or is no longer subject