AMENDMENT NUMBER TWO TO THE SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
EXECUTION VERSION
AMENDMENT NUMBER TWO TO
THE SECOND AMENDED AND RESTATED
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
THIS AMENDMENT NUMBER TWO TO THE SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”) is made and effective as of May 10, 2013, by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and those Investors executing and delivering a counterpart signature page hereto. Capitalized terms not defined herein have the meanings given them in that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 6, 2011, as amended by Amendment No. 1 thereto, by and among the Company, the Investors and the Major Holders (as amended, the “Agreement”).
WHEREAS, the Company and the Investors desire to amend the Agreement to modify the definitions of Appropriate Percentage and Preferred Stock and add a definition for the Series C Preferred Stock of the Company; and
WHEREAS, the Investors hold more than the Appropriate Percentage of the shares of Common Stock required to amend the Agreement pursuant to the provisions of Section 6.8 of the Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth and set forth in the Agreement, the parties hereby agree as follows:
1. Amendment.
(a) The definition of “Appropriate Percentage” shall be deleted in its entirety and replaced with the following: “Appropriate Percentage” means fifty percent (50%).
(b) The definition of “Preferred Stock” shall be deleted in its entirety and replaced with the following: “‘Preferred Stock’ means all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock.”
(c) A new definition of “Series C Preferred Stock” shall be added to the Agreement and shall read as follows: “‘Series C Preferred Stock’ shall mean shares of the Series C Preferred Stock of the Company, par value $0.00001 per share.”
(d) Schedule A shall be deleted in its entirety and replaced with the Schedule A attached hereto.
2. Miscellaneous Amendments. The Agreement is amended hereby so that any reference therein to the Agreement shall be deemed to be a reference to the Agreement as amended by this Amendment.
3. Continuance of Agreement. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect.
4. Governing Law. The laws of the State of Delaware govern all matters arising out of or relating to this Amendment, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof.
5. Counterparts. This Amendment may be executed in two or more counterparts, including by facsimile or PDF signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
2
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| AKEBIA THERAPEUTICS, INC. | ||
| By: | /s/ Joseph H. Gardner | |
| Joseph H. Gardner, Ph.D. | ||
| President and Chief Executive Officer | ||
| Address: | ||
| Suite 420, | ||
| 9987 Carver Road, | ||
| Cincinnati, OH 45242 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| AGECHEM VENTURE FUND L.P. | ||
| By: | /s/ Louis Lacasse | |
| Name: | Louis Lacasse | |
| Title: | President | |
| Address: | ||
| Attn: Louis Lacasse, President | ||
| 1 Westmount Square, Suite 800 | ||
| Montreal, Quebec Canada H3Z 2P9 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| ATHENIAN VENTURE PARTNERS III L.P. | ||
| By: | Athenian III, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Karl O. Elderkin | |
| Name: | Karl O. Elderkin | |
| Title: | President | |
| AVP OHIO TECHNOLOGY I L.P. | ||
| By: | AVP Ohio I, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Karl O. Elderkin | |
| Name: | Karl O. Elderkin | |
| Title: | President | |
| Address: | ||
| 340 West State Street Unit 29/Suite 137D Athens, OH 45701 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| BLUE CHIP VALIDATION FUND, LTD | ||
| By: | Blue Chip Venture Company, LTD | |
| Its: | Manager | |
| /s/ John McIlwraith | ||
| John McIlwraith Managing Director | ||
| Address: | ||
| 312 Walnut Street Suite 1120 Cincinnati, OH 45202 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| CINCINNATI CORNERSTONE INVESTORS AKB, LLC | ||
| By: | /s/ Robert W. Coy | |
| Robert W. Coy, Jr. | ||
| President | ||
| Address: | ||
| 30 West 3rd Street, 6th Floor Cincinnati, OH ###-###-#### | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| WILLIAM DALY |
| /s/ William Daly |
| William Daly |
| Address: |
| 13 Via Abrazar San Clemente, CA 92673 |
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| DIANE H. JANUSZ TRUST | ||
| By: | /s/ John Janusz | |
| Name: | John Janusz | |
| Title: | Trustee | |
| JOHN JANUSZ | ||
| /s/ John Janusz | ||
| John Janusz | ||
| Address: | ||
| 7385 Desert Spring Court West Chester, OH 45069 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| FAMILY AKEBIA INVESTMENTS LLC | ||
| By: | /s/ Milton Berlinski | |
| Name: | Milton Berlinski | |
| Title: | Managing Member | |
| Address: | ||
| 1185 Park Avenue #11G | ||
| New York, NY 10128 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| ALAN FISHMAN |
| /s/ Alan Fishman |
| Alan Fishman |
| Address: |
| 6900 Stonehenge Dr. Cincinnati, OH ###-###-#### |
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| FRED SHALWITZ TRUST, ROBERT SHALWITZ, TRUSTEE | ||||
| By: | /s/ Robert Shalwitz | |||
| Name: | Robert Shalwitz | |||
| Title: | Trustee | |||
| Address: | ||||
| 2549 Bryden Road Bexley, OH 43209 | ||||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| JOSEPH H. GARDNER | ||
| By: | /s/ Joseph H. Gardner | |
| Address: | ||
| 4060 Boomer Road Cincinnati, OH 45247 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| GARDNER FAMILY TRUST, JOHN D. GARDNER TRUSTEE | ||
| By: | /s/ John D. Gardner | |
| John D. Gardner | ||
| Trustee | ||
| Address: | ||
| 111 Pine Court Bastop, TX 78602 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| GITANA FAMILY TRUST, ELIZABETH C. ARMITAGE TRUSTEE | ||
| By: | /s/ Elizabeth C. Armitage | |
| Elizabeth C. Armitage | ||
| Trustee | ||
| Address: | ||
| 2207 Upland Place Cincinnati, OH 45206 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| IAN A.W. HOWES, IRA, STERLING TRUST CUSTODIAN | ||
| By: | /s/ Ian A. W. Howes | |
| Name: | Ian A. W. Howes | |
| Title: | Trustee | |
| IAN A. W. HOWES | ||
| /s/ Ian A. W. Howes | ||
| Ian A. W. Howes | ||
| Address: | ||
| 219 Stratford Drive Chapel Hill, NC 27516 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| KEARNY VENTURE PARTNERS, L.P. | ||
| By: | /s/ Anupam Dalal | |
| Name: | Kearny Venture Associates, LLC | |
| Title: | its General Partner | |
| Address: | ||
| Attn: Anupam Dalal Kearny Venture Associates LLC 88 Kearny Street, Suite 200 San Francisco, CA 94108-5530 | ||
| KEARNY VENTURE PARTNERS, ENTREPRENEURS FUND, L.P. | ||
| By: | /s/ Anupam Dalal | |
| Name: | Kearny Venture Associates, LLC | |
| Title: | its General Partner | |
| Address: | ||
| Attn: Anupam Dalal Kearny Venture Associates LLC 88 Kearny Street, Suite 200 San Francisco, CA 94108-5530 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| MCILWRAITH INVESTMENTS, LLC | ||
| By: | /s/ John McIlwraith | |
| Name: | John McIlwraith | |
| Title: | Manager | |
| Address: | ||
| Attn: John McIlwraith 7680 Foxgate Lane Cincinnati, OH 45243 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| MRK INTERNATIONAL, LLC | ||
| By: | /s/ Richard L. Kiley | |
| Name: | Richard L. Kiley | |
| Title: | Principal Member | |
| Address: | ||
| 7800 Tecumseh Trail Cincinnati, OH 45243 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| NOVARTIS BIOVENTURES LTD. | ||
| By: | /s/ H. S. Zivi | |
| Name: | H. S. Zivi | |
| Title: | Deputy Chairman | |
| By: | /s/ Rebecca White | |
| Name: | Rebecca White | |
| Title: | Authorized Signatory | |
| Address: | ||
| NOVARTIS BIOVENTURES LTD. Attn: Henri Simon Zivi 131 Front Street Hamilton HM 12 Bermuda | ||
| But for mail, to: Novartis BioVentures Ltd. Attn: Henri Simon Zivi PO Box HM 2899 Hamilton HM LX Bermuda | ||
| And, also send a copy to: Novartis Venture Fund Attn: Campbell Murray Five Cambridge Center, Suite 603 Cambridge, MA 02142 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| KEVIN PETERS |
| /s/ Kevin Peters |
| Kevin Peters |
| Address: |
| 9160 Given Road Cincinnati, OH 45243 |
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| QCA FIRST FUND II | ||
| By: | /s/ John Habbert | |
| Name: | John Habbert | |
| Title: | Manager | |
| Address: | ||
| 109 Bentwood Ct. Cincinnati, OH 45241 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| MUNEER A. SATTER REVOCABLE TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Trustee | |
| THE SATTER FOUNDATION | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Trustee | |
| SATTER FAMILY TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Investment Advisor | |
| SATTER CHILDREN’S TRUST I | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Investment Advisor | |
| Address: | ||
| c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| KRISTEN HAYLER HERTEL REVOCABLE TRUST | ||
| By: | /s/ Kristen Hayler Hertel | |
| Name: | Kristen Hayler Hertel | |
| Title: | Trustee | |
| Address: | ||
| c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| ANNE-CAROLE WITORT INSURANCE TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Trustee | |
| ROSE SHEREEN FUQUA INSURANCE TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Investment Advisor | |
| RABI H. SATTER INSURANCE TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Investment Advisor | |
| JOHN WOOD TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Investment Advisor | |
| Address: | ||
| c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| ADBUS SATTER INSURANCE TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Trustee | |
| GORDON AND BARBARA ANNE HERTEL INSURANCE TRUST | ||
| By: | /s/ Muneer A. Satter | |
| Name: | Muneer A. Satter | |
| Title: | Trustee | |
| Address: | ||
| c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| ROBERT SHALWITZ | ||
| By: | /s/ Robert Shalwitz | |
| Address: | ||
| 2549 Bryden Road Bexley, OH 43209 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| SIGVION FUND I, LP | ||
| By: | /s/ J. P. Fairbank | |
| J. P. Fairbank | ||
| Founding Partner | ||
| Address: | ||
| 806 West Washington Street, Suite 204 Chicago, IL 60607 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| THOMAS WEISEL HEALTHCARE VENTURE PARTNERS, L.P. | ||
| By: | Thomas Weisel Capital Management LLC | |
| Title: | its Managing Member | |
| By: | /s/ Anupam Dalal | |
| Name: | Anupam Dalal | |
| Title: | Managing Director | |
| Address: | ||
| 88 Kearny Street, 4th Floor San Francisco, CA 94108 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| TRIATHLON MEDICAL VENTURES FUND, L.P. | ||
| By: | Triathlon Medical Ventures, LLC | |
| Its: | General Partner | |
| By: | /s/ John M. Rice | |
| John M. Rice | ||
| Managing Partner | ||
| Address: | ||
| 300 E-Business Way Suite 200 Cincinnati, OH 45241 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| TRI-STATE GROWTH CAPITAL FUND II, L.P. | ||
| By: | Tri-State Ventures II, LLC | |
| Its: | General Partner | |
| By: | Fort Washington Investment Advisors, Inc. | |
| Its: | Managing Member | |
| By: | /s/ Steve Baker | |
| Name: | Steve Baker | |
| Title: | Managing Director | |
| By: | /s/ Maribeth S. Rahe | |
| Name: | Maribeth S. Rahe | |
| Title: | President and Chief Executive Officer | |
| Address: | ||
| 303 Broadway, Suite 1200 Cincinnati, OH 45202 | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| VENTURE INVESTORS EARLY STAGE FUND IV LIMITED PARTNERSHIP | ||
| By: | VIESF IV GP, LLC, its General Partner | |
| By: | /s/ Paul M. Weiss | |
| Name: | Paul M. Weiss, PhD | |
| Title: | Managing Director | |
| Address: | ||
| 505 South Rosa Road Madison, WI 53719·1262 Attn: Paul Weiss, Managing Director Phone: (608) 441·2700 Fax: (608) ###-###-#### Email: ***@*** | ||
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.
| JOHN H. WYANT |
| /s/ John H. Wyant |
| John H. Wyant |
| Address: |
| Blue Chip Venture Company 1120 Scripps Center 312 Walnut Street Cincinnati, OH 45202 |
SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 4.8
SCHEDULE A
INVESTORS
| Name and Address | Number of Shares of Common Stock | Number of Shares of Series A Preferred Stock | Number of Shares of Series B Preferred Stock | Number of Shares of Series C Preferred Stock | ||||||||||||
| Triathlon Medical Ventures Fund, L.P. Attn: John M. Rice 300 E-Business Way, Suite 200 Cincinnati, OH 45241 | 20,000.00 | 128,095.46 | 124,501.72 | 118,397.71 | ||||||||||||
| Novartis BioVentures Ltd. Attn: Henri Simon Zivi 131 Front Street Hamilton HM 12 Bermuda
But for mail, to: Novartis BioVentures Ltd. Attn: Henri Simon Zivi PO Box HM 2899 Hamilton HM LX Bermuda
And, also send a copy to: Novartis Venture Fund Attn: Campbell Murray Five Cambridge Center, Suite 603 Cambridge, MA 02142
and
Edwards Angell Palmer & Dodge LLP Attn: Al Sokol 111 Huntington Avenue Boston, MA 02199 ***@*** | 0 | 257,031.16 | 347,830.73 | 708,647.43 | ||||||||||||
| Venture Investors Early Stage Fund IV Limited Partnership Attn: Paul Weiss 505 South Rosa Road Madison, WI ###-###-#### | 0 | 153,434.52 | 173,915.36 | 201,811.43 | ||||||||||||
| Kearny Venture Partners, L.P. Attn: Anupam Dalal Kearny Venture Associates, LLC 88 Kearny Street, Suite 200 San Francisco, CA 94108-5530 | 0 | 44,606.15 | 43,354.71 | 308,448.29 | ||||||||||||
Schedule A-1
| Name and Address | Number of Shares of Common Stock | Number of Shares of Series A Preferred Stock | Number of Shares of Series B Preferred Stock | Number of Shares of Series C Preferred Stock | ||||||||||||
| Kearny Venture Partners Entrepreneurs Fund, L.P. Attn: Anupam Dalal Kearny Venture Associates, LLC 88 Kearny Street, Suite 200 San Francisco, CA 94108-5530 | 0 | 909.78 | 884.26 | 6,290.57 | ||||||||||||
| Thomas Weisel Healthcare Venture Partners, L.P. 88 Kearny Street, 4th Floor San Francisco, CA 94108 | 0 | 45,515.99 | 44,239.03 | 74,475.86 | ||||||||||||
| The Procter & Gamble Company Attn: David Le Neveu 1 Procter & Gamble Plaza Cincinnati, OH 45202 | 72,047.44 | 0 | 8,475.71 | 0 | ||||||||||||
| Athenian Venture Partners III L.P. Attn: Karl O. Elderkin Athenian III, Ltd. 340 West State Street Unit 29/Suite 137D Athens, OH 45701 | 0 | 22,964.77 | 31,575.85 | 124,832.79 | ||||||||||||
| AVP Ohio Technology I L.P. Attn: Karl O. Elderkin AVP Ohio I, Ltd. 340 West State Street Unit 29/Suite 137D Athens, OH 45701 | 0 | 7,654.92 | 9,004.41 | 24,194.21 | ||||||||||||
| Sigvion Fund I, LP Attn: J. P. Fairbank 738 W. Belden Avenue Chicago, IL 60614 | 8,000.00 | 13,660.69 | 13,277.43 | 21,402.57 | ||||||||||||
| Cincinnati Cornerstone Investors AKB, LLC Attn: Robert W. Coy, Jr. 30 West 3rd Street, 6th Floor Cincinnati, OH ###-###-#### | 0 | 13,122.75 | 12,754.59 | 118,391.79 | ||||||||||||
Schedule A-2
| Name and Address | Number of Shares of Common Stock | Number of Shares of Series A Preferred Stock | Number of Shares of Series B Preferred Stock | Number of Shares of Series C Preferred Stock | ||||||||||||
| Tri-State Growth Capital Fund II, L.P. Attn: Steve Baker 303 Broadway, Suite 1200 Cincinnati, OH 45202 | 0 | 12,804.65 | 12,445.41 | 21,488.36 | ||||||||||||
| Blue Chip Validation Fund, Ltd. Attn: John McIlwraith 1100 Chiquita Center 250 East Fifth Street Cincinnati, OH 45202 | 0 | 3,402.09 | 0 | 0 | ||||||||||||
| QCA First Fund II Attn: John Habbert 1776 Mentor Avenue, MB #302 Cincinnati, OH 45212 | 0 | 3,375.00 | 0 | 0 | ||||||||||||
| Gitana Family Trust, Elizabeth C. Armitage Trustee Attn: Elizabeth C. Armitage 2207 Upland Place Cincinnati, OH 45206 | 0 | 2,765.57 | 828.17 | 1,551.57 | ||||||||||||
| Robert Shalwitz 2549 Bryden Road Bexley, OH 43209 | 127,637.41 | 849.53 | 2,070.42 | 2,500.00 | ||||||||||||
| Fred Shalwitz Trust, Robert Shalwitz, Trustee Attn: Robert Shalwitz 2549 Bryden Road Bexley, OH 43209 | 0 | 3,403.13 | 0 | 0 | ||||||||||||
| Joseph H. Gardner 4060 Boomer Road Cincinnati, OH 45247 | 161,423.79 | 9,038.87 | 11,594.35 | 26,383.21 | ||||||||||||
| Gardner Family Trust, John D. Gardner Attn: John D. Gardner Trustee 111 Pine Court Bastop, TX 78602 | 0 | 6,901.99 | 7,288.07 | 2,485.00 | ||||||||||||
Schedule A-3
| Name and Address | Number of Shares of Common Stock | Number of Shares of Series A Preferred Stock | Number of Shares of Series B Preferred Stock | Number of Shares of Series C Preferred Stock | ||||||||||||
| Ian A. W. Howes, IRA, Sterling Trust Custodian Attn: Ian A. W. Howes 219 Stratford Drive Chapel Hill, NC 27516 | 0 | 5,000.00 | 5,797.18 | 7,142.00 | ||||||||||||
| Ian A. W. Howes 219 Stratford Drive Chapel Hill, NC 27516 | 46,925.51 | 0 | 0 | 2,902.21 | ||||||||||||
| Kevin Peters 9160 Given Road Cincinnati, OH 45243 | 46,925.51 | 0 | 1,449.29 | 3,473.00 | ||||||||||||
| William Daly 13 Via Abrazar San Clemente, CA 92673 | 60,810.00 | 0 | 0 | 13,488.86 | ||||||||||||
| Muneer A. Satter Revocable Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 115,943.58 | 182,551.50 | ||||||||||||
| John Wood Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 3,571.00 | ||||||||||||
| The Satter Foundation c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 57,971.78 | 191,275.86 | ||||||||||||
| Muneer A Satter IRA, Millennium Trust Company, Custodian | 0 | 0 | 0 | 14,285.00 | ||||||||||||
| Satter Children’s Trust I c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 57,971.78 | 66,275.86 | ||||||||||||
Schedule A-4
| Name and Address | Number of Shares of Common Stock | Number of Shares of Series A Preferred Stock | Number of Shares of Series B Preferred Stock | Number of Shares of Series C Preferred Stock | ||||||||||||
| Kristen Hayler Hertel Revocable Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 7,142.00 | ||||||||||||
| Anne-Carole Witort Insurance Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 7,142.00 | ||||||||||||
| Rose Shereen Fuqua Insurance Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 7,142.00 | ||||||||||||
| Rabi H. Satter Insurance Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 7,142.00 | ||||||||||||
| Abdus Satter Insurance Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 3,571.00 | ||||||||||||
| Gordon and Barbara Anne Hertel Insurance Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 0 | 3,571.00 | ||||||||||||
| Satter Family Trust c/o Satter Investment Management, LLC 676 N. Michigan Avenue, Suite 4000 Chicago, IL 60611 Attn: Muneer A. Satter | 0 | 0 | 28,985.89 | 31,351.93 | ||||||||||||
| AgeChem Venture Fund L.P. Attn: Louis Lacasse 1 Westmount Square, Suite 800 Montreal, Quebec, Canada H3Z 2P9 | 0 | 0 | 173,915.35 | 123,143.86 | ||||||||||||
Schedule A-5
| Name and Address | Number of Shares of Common Stock | Number of Shares of Series A Preferred Stock | Number of Shares of Series B Preferred Stock | Number of Shares of Series C Preferred Stock | ||||||||||||
| Diane H. Janusz Trust Attn: John Janusz 7385 Desert Spring Court West Chester, OH 45069 | 0 | 0 | 1,449.29 | 139.00 | ||||||||||||
| John Janusz 7385 Desert Spring Court West Chester, OH 45069 | 0 | 0 | 0 | 1,670.79 | ||||||||||||
| MRK International, LLC Attn: Richard L. Kiley 7800 Tecumseh Trail Cincinnati, OH 45243 | 0 | 0 | 0 | 396.00 | ||||||||||||
| McIlwraith Investments, LLC Attn: John McIlwraith 7680 Foxgate Lane Cincinnati, OH 45243 | 0 | 0 | 0 | 4,597.00 | ||||||||||||
| John H. Wyant 2337 Grandin Road Cincinnati, OH 45208 | 0 | 0 | 0 | 1,039.36 | ||||||||||||
| Alan Fishman 6900 Stonehenge Drive Cincinnati, OH ###-###-#### | 0 | 0 | 0 | 1,428.00 | ||||||||||||
| Family Akebia Investments LLC Attn: Milton Berlinski 1185 Park Avenue #11G New York, NY 10128 | 0 | 0 | 0 | 142,858.00 | ||||||||||||
| Novo A/S Novo Ventures Tuborg Havnevej 19 DK – 2900 – Hellerup | 0 | 0 | 0 | 714,285.00 | ||||||||||||
Schedule A-6
