TALIS BIOMEDICAL CORPORATION
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the Agreement) is entered into as of the 30th day of October, 2020, by and among TALIS BIOMEDICAL CORPORATION, a Delaware corporation (the Company) and the investors listed on Exhibit A hereto, referred to hereinafter as the Investors and each individually as an Investor.
WHEREAS, certain of the Investors are purchasing shares of the Companys Series F-1 Preferred Stock (the Series F-1 Stock, and, together with the Companys Series C-1 Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock, and Series 1 Preferred Stock, the Voting Preferred Stock) and the Companys Series F-2 Non-Voting Preferred Stock (the Series F-2 Stock, and, together with the Companys Series C-2 Non-Voting Preferred Stock, Series D-2 Non-Voting Preferred Stock, Series E-2 Non-Voting Preferred Stock, Series 2 Non-Voting Preferred Stock and Voting Preferred Stock, the Preferred Stock) pursuant to that certain Series F Preferred Stock Purchase Agreement (the Purchase Agreement) of even date herewith (the Financing);
WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;
WHEREAS, certain of the Investors and the Company are parties to an Investor Rights Agreement dated June 30, 2020 (the Prior Agreement);
WHEREAS, the parties hereto, holding at least majority of the outstanding Registrable Securities in accordance with Section 6.5(a) of the Prior Agreement, desire to amend and restate the Prior Agreement and accept the rights and covenants hereof in lieu of the rights and covenants under the Prior Agreement; and
WHEREAS, in connection with the consummation of the Financing, the parties desire to enter into this Agreement in order to grant registration, information rights and other rights to the Investors as set forth below.
NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. GENERAL.
1.1 Definitions. As used in this Agreement the following terms shall have the following respective meanings:
(a) 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, director or trustee of such Person, or any venture capital fund or other investment fund now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.