AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG DICERNA PHARMACEUTICALS, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF , 2017Registration Rights Agreement • March 30th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of , 2017 is made by and among:
Re: Bain Director Side Letter AgreementDicerna Pharmaceuticals Inc • March 30th, 2017 • Pharmaceutical preparations
Reference is made to (i) that certain Redeemable Convertible Preferred Stock Purchase Agreement, dated as of March 30, 2017, by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), certain investment funds advised by Bain Capital Life Sciences, LP (such funds, the “Bain Investors”) and the other investors party thereto (the “Stock Purchase Agreement”) pursuant to which, among other things, the Company agreed to expand the size of its board of directors (the “Board”) by one director and appoint an individual nominated by the Bain Investors to fill the resulting vacancy; (ii) the appointment, on the date hereof, and pursuant to the Stock Purchase Agreement, of Adam Koppel (the “Bain Director”) to the Board and (iii) that certain Indemnification Agreement, dated as of the date hereof (the “Indemnification Agreement”), by and between the Company and the Bain Director. The Company and the Bain Director are collectively referred to hereinafter as the “Parties.”
REDEEMABLE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT AMONG DICERNA PHARMACEUTICALS, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF MARCH 30, 2017Redeemable Convertible Preferred Stock Purchase Agreement • March 30th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
This REDEEMABLE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 30th day of March, 2017 by and among Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors” (the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
