REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of July 10, 2020, by and between Vaccinex, Inc., a Delaware corporation (the Company), and Friedberg Global-Macro Hedge Fund Ltd. (the Investor).
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of July 9, 2020, by and between the Company and the Investor (the Purchase Agreement), the Investor shall acquire an aggregate of 1,126,760 shares of Common Stock (the Shares); and
WHEREAS, in connection with the Investors investment pursuant to the Purchase Agreement, the Company desires to enter into this Agreement with the Investor in order to grant the Investor the registration rights described herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Defined Terms Used in this Agreement. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
1.1 Effectiveness Date means, with respect to the Registration Statement required to be filed hereunder, the 30th calendar day following the Filing Date (or, in the event of a substantive review by the SEC, the 75th calendar day following the Filing Date); provided, however, that in the event the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to the Registration Statement shall be as promptly as commercially reasonable following the date on which the Company is so notified if such date precedes the dates otherwise required above, and provided, further, that if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.
1.2 Filing Date means, with respect to the Registration Statement required hereunder, the 60th calendar day following the Closing Date.
1.3 Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.
1.4 Losses means losses, damages, taxes, liabilities, obligations, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable and documented attorneys fees, experts fees and disbursements, and other out-of-pocket costs and expenses incurred in investigating, preparing or defending the foregoing).