REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of the [ ] day of [ ], 2021, by and among Rallybio Corporation, a Delaware corporation (including Rallybio Corporations successors by merger, acquisition, reorganization or otherwise, the Company), each of the investors listed on Schedule A hereto, any additional Investor who becomes a party to this Agreement (each an Investor, and collectively, the Investors).
WHEREAS, the undersigned Investors held membership units in Rallybio Holdings, LLC, a Delaware limited liability company (the LLC);
WHEREAS, prior to the date hereof, the LLC and such Investors were parties to that certain Amended and Restated Investors Rights Agreement, dated as of, March 27, 2020 (the IRA);
WHEREAS, this Agreement is made in connection with to the Plan of Liquidation and Dissolution, dated as of July [ ], 2021 (the Plan) whereby the outstanding membership interest holders of the LLC will receive stock in the Corporation, pursuant to the Plan, such that the economic value of the membership interest holders investment in shares in Corporation will equal the economic value of such membership interest holders prior investment in membership interest in the LLC; and
WHEREAS, to induce each Investor to execute and deliver the Plan, the Company has agreed to provide to each of the stockholders of the Corporation that are party to that certain Amended and Restated Investors Rights Agreement of the Company, dated as of, March 27, 2020 (the Investors Rights Agreement) registration rights under this Agreement to such parties substantially similar to those granted to such parties pursuant to the Investors Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Investor hereby agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 Affiliate means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by or is under common control with such specified Person, including, without limitation, any general partner, limited partner, managing member, manager, member, officer, employee, trustee or director of such Person, or any trust for the benefit of any of the foregoing or any Affiliate of the foregoing, or any venture capital fund or registered investment company now or hereafter existing that is controlled by or under common control with one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. For purposes of this definition, the term control when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms controlling and controlled shall have meanings correlative to the foregoing.