SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Second Amendment to the Registration Rights Agreement (this “Second Amendment”) is made and entered into as of June 5, 2025, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Registration Rights Agreement (as defined herein).
WHEREAS, the Company and the Purchasers entered into that certain Registration Rights Agreement dated as of December 30, 2024 (the “Registration Rights Agreement”), as amended by the First Amendment to the Registration Rights Agreement dated as of March 26, 2025; and
WHEREAS, pursuant to Section 6(f) of the Registration Rights Agreement, the Company and the Purchasers desire to amend the Registration Rights Agreement as set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the Company and the Purchasers, intending legally to be bound, hereby agree as follows:
1. Definitions. Section 1 of the Registration Rights Agreement is hereby amended to replace the following definition in its entirety:
“Filing Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the two hundred and seventieth (270th) calendar day following the Closing Date, provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.
2. Miscellaneous.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to the Registration Rights Agreement as of the date first written above.
Galera Therapeutics, INC.
By:
Name:
Title:
[NAME OF INVESTING ENTITY]
By:
Name:
Title:
