SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 22nd day of October, 2018, by and among Stoke Therapeutics, 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.
WHEREAS, certain of the Investors hold shares of the Companys Series A Preferred Stock and Series A-2 Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to an Amended and Restated Investors Rights Agreement dated as of January 5, 2018 between the Company and such Investors (the Prior Agreement); and
WHEREAS, the Investors are holders of at least a majority of the Registrable Securities of the Company (as defined in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and
WHEREAS, certain of the Investors are parties to that certain Series B Preferred Stock Purchase Agreement of even date herewith between the Company and the Investors (the Purchase Agreement), under which certain of the Companys and such Investors obligations are conditioned upon the execution and delivery of this Agreement by the Investors and the Company;
NOW, THEREFORE, the Investors hereby agree that the Prior Agreement shall be amended and restated, and the parties to this Agreement further agree as follows:
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 account, fund, venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.
1.2 Common Stock means shares of the Companys common stock, par value $0.0001 per share.
1.3 Competitor means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the development of oligonucleotide-based therapeutics that selectively increase gene expression to treat disease, but shall not include any financial investment firm, venture capital fund or collective investment vehicle that, together with its Affiliates, holds less than 40% of the outstanding equity of any Competitor.
1.4 Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law,