Certain information has been excluded from this agreement (indicated by [***]) because Taysha Gene Therapies, Inc. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 2nd day of July, 2020, by and among Taysha Gene Therapies, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
WHEREAS, the Key Holders and certain of the Investors (the Existing Investors) hold shares of the Companys Series A Preferred Stock and/or shares of Common Stock and possess registration rights, information rights, rights of first offer, and other rights pursuant to that certain Investors Rights Agreement dated as of March 4, 2020, by and among the Company and such Existing Investors (the Prior Agreement);
WHEREAS, the Existing Investors and Key Holders 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 by and among the Company and such 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 such Investors and the Existing Investors and Key Holders holding at least a majority of the Registrable Securities, and the Company.
NOW, THEREFORE, the Key Holders and the Existing Investors hereby agree that the Prior Agreement shall be amended and restated, and the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 Affiliate means (i) 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, manager, officer or director of such Person or any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or investment adviser with, such Person, and (ii) with respect to any specified Person that is a partnership, limited partnership, corporation or limited liability company, any Person that is a partner, general partner, limited partner, shareholder or member thereof. For purposes of this definition, one or more Persons will be deemed to be under common control if they have granted to one of such Persons (whether by agreement, granting of a power-of-attorney, or otherwise) the ability to exercise all rights, receive all notices, and take any action under this Agreement.