13D Filing: OrbiMed Advisors and Arsanis Inc (ASNS)

Lock‑up Agreement

In connection with the IPO, holders of substantially all of the Issuer’s outstanding Common Stock, including OPI IV, and each executive officer and director, have entered into an agreement (the “Lock-Up Agreement”), pursuant to which such parties have agreed not to, except in limited circumstances, offer, sell, pledge or otherwise dispose of any shares of Common Stock, including, as applicable, shares of Common Stock received in the IPO, from the closing of the IPO until 180 days from the closing date of the IPO.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a form of which is included in this Statement as Exhibit 2 and incorporated herein by reference.

Investors’ Rights Agreement

OPI IV and certain other holders of the Issuer’s preferred stock entered into a second amended and restated investors’ rights agreement with the Issuer (the “Investors’ Rights Agreement”), dated as of April 12, 2016, and amended on November 3, 2017.  Pursuant to the Investors’ Rights Agreement and subject to the terms and conditions therein, the parties agreed that:

Demand Registration Rights

Subject to specified limitations, beginning 180 days after the closing of the IPO the holders of at least 25% of the then outstanding registrable securities of the Issuer may demand that the Issuer register registrable securities then outstanding under the Securities Act for purposes of a public offering having an aggregate offering price of not less than $10.0 million.  The Issuer is not obligated to file a registration statement pursuant to this provision on more than two occasions.

In addition, subject to specified limitations, at any time after the Issuer becomes eligible to file a registration statement on Form S-3, holders of the registrable securities then outstanding may request that the Issuer register their registrable securities on Form S-3 for purposes of a public offering for which the reasonably anticipated aggregate offering price to the public would exceed $1.0 million.  The Issuer is not obligated to file a registration statement pursuant to this provision on more than two occasions in any 12-month period.

Piggyback Registration Rights

The Investors’ Rights Agreement further provides that, in the event that the Issuer determines to register any of its securities under the Securities Act, either for its own account or for the account of other security holders, the stockholders who are party to the Investors’ Rights Agreement, including OPI IV, will be entitled to certain “piggyback” registration rights allowing the holders to include their shares of Common Stock in such registration, subject to certain marketing and other limitations.

Expenses of Registration