Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
RANI THERAPEUTICS HOLDINGS, INC.
AND
THE “INVESTORS”
as defined herein,
Dated as of August 3, 2021
Table of Contents
Page
1. | DEFINITIONS | 1 | |
2. | REGISTRATION RIGHTS | 3 | |
| 2.1 | Demand Registration. | 3 |
| 2.2 | Shelf Take-Downs | 4 |
| 2.3 | Company Registration | 5 |
| 2.4 | Underwriting Requirements. | 5 |
| 2.5 | Obligations of the Company | 6 |
| 2.6 | Furnish Information | 8 |
| 2.7 | Expenses of Registration | 9 |
| 2.8 | Delay of Registration | 9 |
| 2.9 | Indemnification | 9 |
| 2.10 | Reports Under Exchange Act | 11 |
| 2.11 | Limitations on Subsequent Registration Rights; No Inconsistent Agreement. | 11 |
| 2.12 | “Market Stand‑off” Agreement | 11 |
| 2.13 | Termination of Registration Rights | 12 |
3. | HEDGING TRANSACTIONS | 12 | |
4. | MISCELLANEOUS. | 12 | |
| 4.1 | Nominees for Beneficial Owners | 12 |
| 4.2 | Amendments and Waivers | 12 |
| 4.3 | Notices | 13 |
| 4.4 | Successors and Assigns | 13 |
| 4.5 | Governing Law; Waiver of Jury Trial | 14 |
| 4.6 | Heading; Interpretations | 14 |
| 4.7 | Severability | 14 |
| 4.8 | Specific Performance | 14 |
| 4.9 | Further Assurances | 14 |
| 4.10 | Additional Investors | 14 |
| 4.11 | Entire Agreement | 14 |
| 4.12 | Delays or Omissions | 14 |
| 4.13 | Counterparts | 15 |
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 3rd day of August, 2021, by and among Rani Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and each of the Investors listed on Schedule A hereto (together with their successors and Permitted Transferees as provided herein, an “Investor”) and any Person that becomes a party to this Agreement pursuant to Section 4.10 hereto as an “Investor.”
RECITALS
WHEREAS, the Investors hold Registrable Securities (as defined herein).
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:
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(o) otherwise use commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.
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if to the Company, to:
Rani Therapeutics Holdings, Inc.
2051 Ringwood Avenue
San Jose, CA 95131
Attention: Chief Financial Officer
Email: svai@ranitherapeutics.com
with a copy (which shall not constitute notice) to
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304-1130
Attention: Josh Seidenfeld
Email: jseidenfeld@cooley.com
if to the Investors, to:
[c/o
[Address]
Attention:
Email: ]
with a copy (which shall not constitute notice) to
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
Attention: Adam Bloom
Email: abloom@wsgr.com
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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COMPANY: | |
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RANI THERAPEUTICS HOLDINGS, INC. | |
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By: | /s/ Talat Imran |
| Name: Talat Imran |
| Title: Chief Executive Officer |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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ALPHA SUGARCOAT INVESTMENT LLC | |
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By: | /s/ Renee Li |
| Name: Renee Li |
| Title: Chief Executive Officer |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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BUTTONWOOD ALPHA QP FUND LLC – SERIES RANI IV | |
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By: | /s/ Stephan A. Stein |
| Name: Stephan A. Stein |
| Title: Member |
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BUTTONWOOD ALPHA QP FUND LLC – SERIES RANI III | |
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By: | /s/ Stephan A. Stein |
| Name: Stephan A. Stein |
| Title: Member |
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BUTTONWOOD ALPHA FUND LLC | |
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By: | Buttonwood Select Opportunities Management Associates LLC, its Manager |
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By: | /s/ Stephan A. Stein |
| Name: Stephan A. Stein |
| Title: Manager |
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BUTTONWOOD ALPHA QP FUND LLC | |
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By: | Buttonwood Select Opportunities Management Associates LLC, its Manager |
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By: | /s/ Stephan A. Stein |
| Name: Stephan A. Stein |
| Title: Manager |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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ER INVESTMENT GROUP 1 LLC | |
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By: | /s/ Elie Rieder |
| Name: Elie Rieder |
| Title: Managing Member |
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ERS INVESTMENTS LLC | |
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By: | /s/ Elie Rieder |
| Name: Elie Rieder |
| Title: Managing Member |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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GV 2013, L.P. | |
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By: | GV 2013 GP, L.L.C., |
Its: | General Partner |
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By: | /s/ Inga Goldbard |
| Name: Inga Goldbard |
| Title: General Counsel |
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GV 2015, L.P. | |
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By: | GV 2015 GP, L.L.C. |
Its: | General Partner |
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By: | /s/ Inga Goldbard |
| Name: Inga Goldbard |
| Title: General Counsel |
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GV 2017, L.P. | |
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By: | GV 2017 GP, L.P., its General Partner |
By: | GV 2017 GP, L.L.C., its General Partner |
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By: | /s/ Inga Goldbard |
| Name: Inga Goldbard |
| Title: General Counsel |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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INCUBE LABS, LLC | |
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By: | /s/ Mir Imran |
| Name: Mir Imran |
| Title: President |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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INCUBE VENTURES II, L.P. | |
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By: | /s/ Andrew Farquharson |
| Name: Andrew Farquharson |
| Title: Managing Member |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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MEDIMMUNE, LLC | |
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By: | /s/ David E. White |
| Name: David E. White |
| Title: Treasurer |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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NOVARTIS PHARMACEUTICALS CORPORATION | |
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By: | /s/ Marc Ceulemans |
| Name: Marc Ceulemans |
| Title: Head of Strategic Venture Fund & Pharma Equities |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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RANI INVESTMENT CORP. | |
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By: | /s/ Andrew Farquharson |
| Name: Andrew Farquharson |
| Title: Managing Director |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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TAKEDA VENTURES, INC. | |
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By: | /s/ Michael Martin |
| Name: Michael Martin |
| Title: President, Takeda Ventures, Inc. |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: |
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Andrew Farquharson |
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/s/ Andrew Farquharson |
(Signature) |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: |
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Talat Imran |
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/s/ Talat Imran |
(Signature) |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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DAVID PYOTT LIVING TRUST | |
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By: | /s/ David Pyott |
| Name: David Pyott |
| Title: Trustee |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: |
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David Pyott |
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/s/ David Pyott |
(Signature) |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: |
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Angela Murch |
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/s/ Angela Murch |
(Signature) |
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Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Dennis Ausiello | |
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By: | /s/ Dennis Ausiello |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Arvinder Dhalla | |
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By: | /s/ Arvinder Dhalla |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Mir Hashim | |
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By: | /s/ Mir Hashim |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Stephanie McGrory | |
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By: | /s/ Stephanie McGrory |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Maulik Nanavaty | |
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By: | /s/ Maulik Nanavaty |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Christine Phan | |
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By: | /s/ Christine Phan |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Svai Sanford | |
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By: | /s/ Svai Sanford |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Mohsen Shirazi | |
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By: | /s/ Mohsen Shirzai |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Betsy Gutierrez | |
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By: | /s/ Betsy Gutierrez |
Signature Page to Registration Rights Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
INVESTOR: | |
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Gary Dang | |
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By: | /s/ Gary Dang |
Signature Page to Registration Rights Agreement
SCHEDULE A
Investors
[...]
JOINDER TO
REGISTRATION RIGHTS AGREEMENT
March 18, 2022
Reference is made to that certain Registration Rights Agreement (as may be further amended and/or restated from time to time, the “Registration Rights Agreement”), dated as of August 3, 2021, by and among Rani Therapeutics Holding, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A of the Registration Rights Agreement together with their successors and Permitted Transferees as provided for in the Registration Rights Agreement (each, an “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.
The undersigned hereby acknowledges and agrees that its signature below constitutes an executed counterpart to the Registration Rights Agreement and hereby agrees to, and does become a party to, the Registration Rights Agreement as an Investor thereunder.
Notwithstanding the foregoing, the undersigned further agrees to be bound by, and to comply with, all provisions contained in the Registration Rights Agreement as an Investor. This Joinder shall serve as a counterpart signature page to the Registration Rights Agreement and by executing below the undersigned is deemed to have executed the Registration Rights Agreement with the same force and effect as if originally named a party thereto.
The undersigned hereby acknowledges that it has received a copy of the Registration Rights Agreement. For purposes of notices under the Registration Rights Agreement, the address of the undersigned Investor is set forth on its signature page below.
[Remainder of Page Intentionally Left Blank.]
Accordingly, the undersigned have duly executed this joinder as of the date first set forth above.
INVESTOR |
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AEQUANIMITAS LIMITED PARTNERSHIP |
By its general partner Aequanimitas Management LLC |
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/s/ Isidoro Quiroga Cortés |
By: Isidoro Quiroga Cortés |
Title: Manager |
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Address: |
Accordingly, the undersigned have duly executed this joinder as of the date first set forth above.
INVESTOR: | |
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SOUTH LAKE ONE LLC | |
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| /s/ Isidoro Quiroga Moreno |
By: | Isidoro Quiroga Moreno |
Title: | President |
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| /s/ Luis Felipe Correa González |
By: | Luis Felipe Correa González |
Title: | President |
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Address: |
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Agreed and Accepted by the Company:
RANI THERAPEUTICS HOLDINGS, INC. | |||
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By: |
| /s/ Talat Imran | |
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| Name: | Talat Imran |
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| Title: | Chief Executive Officer |