THIS NOMINATING AGREEMENT (this Agreement), dated as of November 1, 2019, by and among Talis Biomedical Corporation, a Delaware corporation (the Company), Baker Brothers Life Sciences, L.P. (BBLS) and 667, L.P. (together with BBLS, the Investor).
WHEREAS, the Company and the Investor are parties to that certain Series C-1 Preferred Stock and Series D-1 Preferred Stock Purchase Agreement of even date herewith (the Purchase Agreement); and
WHEREAS, in order to induce the Investor to invest funds in the Company pursuant to the Purchase Agreement, the Investor and the Company hereby agree that this Agreement shall set forth certain rights and obligations with respect to the shares of the Companys capital stock beneficially owned by the Investor.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
(a) Affiliate has the meaning given to that term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
(b) Board of Directors means the Board of Directors of the Company.
(c) Bylaws means the Bylaws of the Company, as may be amended, restated or otherwise modified from time to time.
(d) Common Stock means shares of the Companys Common Stock, par value $0.0001 per share.
(e) IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act of 1933, as amended.
2. Board Representation.
(a) Subject at all times to Sections 2(c) and 3(n) below, during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates no longer beneficially own at least 76,034,504 shares of Common Stock (on an as-converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof), the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Companys stockholders for election as directors of the Company, two (2) persons designated at any time and from time to time by the Investor (each, a 40% Designee). In the event that a 40% Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws,