AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of May, 2019, by and among Inhibrx, Inc., a Delaware corporation formerly known as Tenium Therapeutics, Inc. (the “Company”), and each of the investors listed onSchedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed onSchedule B hereto, each of whom is referred to herein as a “Key Holder” and any Future Purchaser (as defined below) that becomes a party to this Agreement in accordance withSection 6.9 hereof.
RECITALS
WHEREAS, the Company and certain of the Investors (the “PriorInvestors”) previously entered into that certain Investors’ Rights Agreement, dated as of April 30, 2018 (the “PriorAgreement”);
WHEREAS, the Company desires to enter into that certain Note Purchase Agreement (the “VikingNote PurchaseAgreement”) and Convertible Promissory Note (the “VikingConvertibleNote,” and, together with the Viking Note Purchase Agreement, the “VikingNote Agreements”), each dated as of the date hereof, by and between the Company and DRAGSA 50 LLC (“Viking”); and
WHEREAS, in order to induce Viking to enter into the Viking Note Agreements, the Investors and the Company hereby agree to amend and restate the Prior Agreement as set forth in this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions.For purposes of this Agreement:
1.1 “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 registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.
1.2 “Board of Directors” means the board of directors of the Company.
1.3 “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.
1.4 “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.
1.5 “Company Intellectual Property” means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered