Addendum to Series D Preferred Stock Purchase Agreement and Omnibus Amendment to Series D Financing Agreements by Xcyte Therapies, Inc.
Contract Categories:
Business Finance
›
Purchase Agreements
Summary
This agreement, dated August 8, 2000, is between Xcyte Therapies, Inc., its founders, and various investors. It amends previous Series D Preferred Stock financing agreements to allow additional investors to purchase Series D Preferred Stock and warrants. The agreement sets the terms for the sale, including the number of shares, purchase price, and delivery process. It also confirms that new investors become parties to the original agreements and outlines their rights and obligations. The closing of the transaction is set for August 8, 2000, upon satisfaction of specified conditions.
EX-10.3 7 v67638orex10-3.txt EXHIBIT 10.3 1 EXHIBIT 10.3 XCYTE THERAPIES, INC. ADDENDUM TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING AGREEMENTS This Addendum to Series D Preferred Stock Purchase Agreement and Omnibus Amendment to Series D Financing Agreements (the "Addendum") is made as of the 8th day of August, 2000 by and among Xcyte Therapies, Inc., a Delaware corporation (the "Company"), the investors listed on Exhibit A attached hereto (each an "Additional Purchaser" and together the "Additional Purchasers"), the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock listed on Exhibit B hereto (each a "Series A Investor," "Series B Investor" and "Series C Investor" and together the "Series A Investors," "Series B Investors" and "Series C Investors"), the existing holders of Series D Preferred Stock listed on Exhibit C hereto (each an "Initial Series D Investor," together the "Initial Series D Investors" and together with the Series A Investors, Series B Investors and Series C Investors, the "Investors") and Ronald J. Berenson, Jeffrey Bluestone, Carl June, Jeffrey Ledbetter and Craig Thompson, each of whom is herein referred to as a "Founder." All capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement (defined herein). RECITALS WHEREAS, on May 25, 2000, the Company entered into a Series D Preferred Stock Purchase Agreement attached hereto as Exhibit F (the "Purchase Agreement") with the Initial Series D Investors. The Purchase Agreement provides in Section 1.4 thereof that additional investors may, under conditions set forth therein, become parties to the Purchase Agreement at any time on or before August 8, 2000; WHEREAS, the parties hereto desire, through this Addendum, to amend the Purchase Agreement, the Amended and Restated Investor Rights Agreement dated as of May 25, 2000 by and among the Company, the Founders and the Investors attached hereto as Exhibit G (the "Investor Rights Agreement") and the Amended and Restated Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit H (the "Co-Sale Agreement" and together with the Purchase Agreement and the Investor Rights Agreement, the "Agreements"); WHEREAS, pursuant to the terms of Section 8.1 of the Investor Rights Agreement, the Investors' Rights Agreement may be amended only with the written consent of the Company and the holders of a two-thirds of the Registrable Securities (as defined therein) then outstanding, (as defined therein); WHEREAS, pursuant to the terms of Section 7.4 of the Co-Sale Agreement, the Co-Sale Agreement may be amended only with the written consent of the Company, each Stockholder (as defined therein) and the holders of a majority of the Investor Stock (as defined therein) then outstanding, (as defined therein); WHEREAS, pursuant to the terms of Section 6.8 of the Purchase Agreement, the Purchase Agreement may be amended only with the written consent of the Company and Initial -1- 2 Series D Investors holding at least a majority of the Stock (or the Common Stock issuable upon conversion thereof); WHEREAS, the Company, the Additional Purchasers, the undersigned Investors and the undersigned Founders, constituting the holders of sufficient shares of capital stock of the Company to amend each of the Agreements, desire to amend certain terms and conditions of the Agreements; NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: AGREEMENT In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows: 1. AUTHORIZATION AND SALE OF PREFERRED STOCK AND WARRANTS. 1.1 AUTHORIZATION OF PREFERRED STOCK. The Company has authorized the issuance pursuant to this Addendum of up to 9,390,400 shares of its Series D Preferred Stock (the "Additional Shares") and the issuance of Warrants to purchase 1,051,712 shares of Common Stock (the "Warrants") to the Initial Series D Investors and the Additional Purchasers. The rights, preferences, privileges and restrictions of the Series D Preferred Stock are as set forth in the Company's Amended and Restated Certificate of Incorporation attached as Exhibit J to the Purchase Agreement (the "Restated Certificate"). 1.2 SALE OF PREFERRED STOCK AND WARRANTS. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Additional Purchaser, and each Additional Purchaser severally agrees to purchase from the Company, that number of Additional Shares at a cash purchase price of $2.78 per share of Series D Preferred Stock and Warrants at a cash purchase price of $0.001 per share of Common Stock specified opposite such Additional Purchaser's name on Exhibit A hereto. Each of the Additional Purchasers, by their signatures hereto, shall hereby (i) become parties to the Purchase Agreement, as amended by this Addendum (ii) be considered a "Purchaser" for all purposes under the Purchase Agreement, (iii) have all the rights and obligations of a Purchaser thereunder, (iv) become parties to the Investors' Rights Agreement, as amended, and Voting Agreement, as amended, (v) be considered a "Series D Investor" for all purposes under the Investor Rights Agreement, as amended, and (vi) have all the rights and obligations of an Investor thereunder. In addition, at the Closing, the Company will issue and sell to each Initial Series D Investor the Warrants specified opposite such Initial Series D Investor's name on Exhibit A hereto at a cash purchase price of $0.001 per share. The Additional Shares, the Warrants and the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") acquired by the Additional Purchasers and the Initial Series D Investors hereunder shall be considered "Shares" for all purposes under the Purchase Agreement, as amended. -2- 3 2. CLOSING; DELIVERY. 2.1 CLOSING. The closing of the purchase and sale of the Additional Shares and Warrants hereunder (the "Closing") shall be held at the offices of Venture Law Group, Kirkland, Washington, at 10:00 a.m., on August 8, 2000, or at such other time and place as the Company and the Additional Purchasers may agree. 2.2 DELIVERY. At the Closing, the Company will deliver to each Additional Purchaser a certificate representing the number of Additional Shares and Warrants set forth opposite such Additional Purchaser's name on Exhibit A, against payment of the purchase price therefor by each Additional Purchaser by check or wire transfer to the Company. In addition, the Company will deliver to each Initial Series D Investor the Warrants specified opposite such Initial Series D Investor's name on Exhibit A, against payment of the purchase price therefor by each Initial Series D Investor by check or wire transfer to the Company. 3. DISCLOSURE; CAPITALIZATION. 3.1 DISCLOSURE. Each Additional Purchaser hereby acknowledges receipt of the Purchase Agreement and the exhibits thereto. The Company affirms to each Additional Purchaser that: (i) The representations and warranties of the Company set forth in Section 2 of the Purchase Agreement were true and accurate when made; (ii) Those representations and warranties, which are incorporated herein by this reference and made a part hereof, remain true and accurate in all material respects as of the date hereof, except (A) for changes resulting from the transactions contemplated in the Purchase Agreement and (B) as set forth in the Schedule of Exceptions to Representations and Warranties attached hereto as Exhibit D. (iii) The conditions to closing set forth in Section 4 of the Purchase Agreement and in Section 5 hereof have been satisfied, provided that the conditions set forth in Section 4.1 of the Purchase Agreement shall include references to changes in the Company's representations and warranties and the Company's status, respectively, as set forth herein and in the Exhibits attached hereto, and resulting from the consummation of the transactions contemplated by the Purchase Agreement. 3.2 CAPITALIZATION. Immediately prior to the Closing, the authorized capital of the Company shall consist of: (i) Immediately prior to the Closing, the authorized capital of the Company shall consist of: (a) 40,000,000 shares of Common Stock, and (b) 28,109,976 shares of Preferred Stock (the "Preferred Stock"), of which 7,300,080 have been designated Series A Preferred Stock, 4,097,580 have been designated Series B Preferred Stock, 7,212,316 have been designated Series C Preferred Stock and 9,500,000 have been designated Series D Preferred Stock. Immediately prior to the Closing, 5,965,234 shares of Common Stock, 6,860,512 shares -3- 4 of Series A Preferred Stock, warrants to purchase 439,568 shares of Series A Preferred Stock, 3,903,080 shares of Series B Preferred Stock, and warrants to purchase 194,500 shares of Series B Preferred Stock, 7,185,630 shares of Series C Preferred Stock, warrants to purchase 26,686 shares of Series C Preferred Stock and 4,642,197 shares of Series D Preferred Stock will be outstanding. (ii) Except as set forth in this Agreement and the exhibits thereto, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock except that the Company has reserved (a) the Shares for issuance at Closing, (b) the Common Stock issuable upon conversion of the Preferred Stock, (c) 2,500,000 shares of Common Stock reserved for issuance pursuant to a stock option plan adopted by the Company of which options to purchase 988,453 shares have been granted and remain outstanding, with 1,423,122 shares remaining for grant (d) 898,150 shares of Common Stock reserved for issuance to scientific founders upon the achievement of certain milestones, and (e) 157,890 shares of Common Stock reserved for issuance to Carl June or his assignees upon the Company's acquisition of certain future technology. (iii) Based in part upon the representations of each Purchaser in this Addendum and subject to the provisions of Section 2.5 of the Purchase Agreement, the Stock (and the Common Stock issuable upon conversion thereof) has been issued or will be issued in compliance with all applicable federal and state securities laws. 4. REPRESENTATIONS AND WARRANTIES OF ADDITIONAL PURCHASERS AND INITIAL SERIES D INVESTORS. Each Additional Purchaser and Initial Series D Investor, severally and not jointly, acknowledges that such Additional Purchaser has reviewed the representations and warranties set forth in Section 3 of the Purchase Agreement and agrees with the Company that such representations and warranties, which are incorporated herein by this reference and made a part hereof, are true and correct as of the date hereof as they relate to such Additional Purchaser's purchase of the Additional Shares and Warrants, or Initial Series D Investor's purchase of Warrants, as the case may be, hereunder. 5. CONDITIONS TO ADDITIONAL PURCHASERS' OBLIGATIONS AT CLOSING. The obligation of each Additional Purchaser to purchase the Additional Shares at the Closing is subject to the fulfillment to such Additional Purchaser's satisfaction at or prior to the Closing of the following conditions: 5.1 REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF OBLIGATIONS. The representations and warranties made by the Company in Section 3 hereof shall be true and correct when made, and shall be true and correct on the date of the Closing with the same force and effect as if they had been made on and as of said date, subject to changes contemplated by this Addendum; and the Company shall have performed all obligations and conditions herein required to be performed or observed by it at or prior to the Closing. -4- 5 5.2 CONSENTS AND WAIVERS. The Company shall have obtained any and all consents and waivers necessary or appropriate for consummation of the transactions contemplated by this Addendum. 5.3 LEGAL OPINION. Upon request, each of the Additional Purchasers will be entitled to receive from Venture Law Group, legal counsel for the Company, a legal opinion addressed to the Additional Purchasers substantially in the form attached hereto as Exhibit I. 6. CONDITIONS TO COMPANY'S OBLIGATIONS AT CLOSING. The obligations of the Company under Sections 1.1 and 1.2 of this Addendum are subject to the fulfillment at or before the Closing of each of the following conditions: 6.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of each Additional Purchaser and Initial Series D Investor contained in Section 4 hereof shall be true at the Closing. 6.2 CONSENTS AND WAIVERS. The Company shall have obtained any and all consents and waivers necessary or appropriate for the Purchasers to become parties to the Investor Rights Agreement for the consummation of the transactions contemplated by this Addendum. 7. AMENDMENTS TO AGREEMENTS. 7.1 STOCK PURCHASE AGREEMENT. The Purchase Agreement is amended to provide for the sale by the Company of Series D Preferred Stock and Warrants, substantially in the form attached hereto as Exhibit E, to purchase that number of shares of Common Stock indicated on Exhibit A; and all references to "Shares" in the Purchase Agreement shall be amended to include the Warrant Shares, as appropriate. 7.2 INVESTOR RIGHTS AGREEMENT. (i) Section 1.1(g) of the Investor Rights Agreement is hereby amended to read in its entirety as follows: "(a) The term "Registrable Securities" means (1) the Common Stock issued or issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock or any Common Stock issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock issuable upon the exercise of outstanding warrants to purchase such shares of Preferred Stock, (2) up to 1,051,712 shares of Common Stock of the Company issued or issuable upon exercise of warrants issued to the holders of Series D Preferred Stock, (3) up to 6,158 shares of Common Stock of the Company issued or issuable upon conversion of the Series C Preferred Stock issued or issuable upon exercise of that certain warrant issued to Phoenix Leasing Incorporated, (4) up to -5- 6 6,157 shares of Common Stock of the Company issued or issuable upon conversion of the Series C Preferred Stock issued or issuable upon exercise of that certain warrant issued to Robert Kingsbook and (5) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Preferred Stock or Common Stock, excluding in all cases, however, (i) any Registrable Securities sold by a person in a transaction in which such person's rights under this Section 1 are not assigned, or (ii) any Registrable Securities sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction; and" (ii) Section 1.11(a)(ii) of the Investor Rights Agreement is hereby amended to read in its entirety as follows: "(i) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.11: (1) if Form S-3 is not available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (3) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 1.11; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (4) if the Company has already effected one registration on Form S-3 within the past six (6) months for the Holders pursuant to this Section 1.11; (5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, -6- 7 qualification or compliance; (6) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, or an offering solely to employees); or (7) during the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective." (iii) Section 3 of the Investor Rights Agreement is hereby amended to read in its entirety as follows: "3. Voting Provisions. The undersigned hereby agree that in all elections of directors of the Company the Investors will vote their shares such that one nominee designated by Alta Venture Partners, one nominee designated by the Sprout Group, one nominee designated by ARCH Venture Fund III, L.P., one nominee designated by TGI Fund II and one nominee designated by MPM Capital will be elected to the Company's Board of Directors. This Section 3 shall automatically terminate upon the earlier to occur of: (i) a Qualified Public Offering or (ii) when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended." (iv) Waiver of Preemptive Rights. To the extent that an Investor under the Investor Rights Agreement or Additional Purchaser is not purchasing its pro rata share of Series D Preferred Stock pursuant to the Purchase Agreement or Addendum, all rights under the Preemptive Rights set forth in Section 2 of the Investor Rights Agreement to purchase such securities and to receive notice is hereby waived. This waiver is effective upon the execution of this Addendum. 7.3 CO-SALE AGREEMENT. (i) Section 1.1 of the Co-Sale Agreement is hereby amended to read in its entirety as follows: "1.1 "Common Stock Equivalents" means and includes all shares of the Company's Common Stock issued and outstanding at the relevant time plus (i) all shares of Common Stock issuable upon exercise of any options, warrants and other rights of any kind that are then -7- 8 exercisable, and (ii) all shares of Common Stock issuable upon conversion or exchange of (A) any convertible securities, including, without limitation, Preferred Stock and debt securities then outstanding, which are by their terms then convertible into or exchangeable for Common Stock, or (B) any such convertible securities issuable upon exercise of options, warrants or other rights that are then exercisable." (ii) Section 1.4 of the Co-Sale Agreement is hereby amended to read in its entirety as follows: "1.4 "Investor Stock" means (i) as to the Investors, the Common Stock Equivalents currently owned or hereafter acquired by the Investors, or (ii) as to the Transferee, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, shares exercisable into Common Stock issued in connection with the Series D Preferred Stock or the Common Stock transferred to the Transferee by Investor and still held by Transferee (expressed in Common Stock Equivalents) plus all Common Stock Equivalents acquired by Transferee pursuant to Section 2.3 of this Agreement." (iii) Section 1.6 of the Co-Sale Agreement is hereby amended to read in its entirety as follows: "1.6 "Transferee" means (i) any transferee of at least twenty percent (20%) of the Investors' originally-purchased Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, the Common Stock issued upon conversion thereof or the Common Stock issued upon exercise of Warrants held by Investors or (ii) any transferee who is an affiliate of the Investor effecting the transfer, including, with respect to a party which is a partnership or limited liability company, its partners, members or an affiliated entity managed by the same manager or managing partner or management company, or managed or owned by an entity controlling, controlled by or under common control with, such manager or managing partner or management company." (iv) Section 7.4 of the Co-Sale Agreement is hereby amended to read in its entirety as follows: "7.4 Amendment. Any amendment, modification or waiver of this Agreement shall be effective only with the written consent of the Investors holding more than fifty percent (50%) of the then outstanding Investor Stock, a majority of the Stockholders and the Company; provided, -8- 9 however, that any person may waive, reduce or release (in whole or in part) any of its rights hereunder without the consent of any other parties hereto. Any waiver by a party of its rights hereunder shall be effective only if evidenced by a written instrument executed by a duly authorized representative of such party. Any amendment or waiver effected in accordance with this Section 7.4 shall be binding upon the Company, the Investors and the Stockholders, and each of their respective successors and assigns. Notwithstanding the foregoing, the Company may, without obtaining any further consent of the Investors and Stockholders, amend this Agreement to the extent necessary to grant rights and obligations on a pari passu basis with the rights and obligations of the Series D Preferred Stock Investors hereunder to investors in any subsequent round of financing prior to the Subsequent Closing Date (as such term is defined in the Series D Preferred Stock Purchase Agreement), and such investors shall become parties to this Agreement by executing a counterpart hereof." 8. MISCELLANEOUS. 8.1 INCORPORATION BY REFERENCE. The provisions set forth in Section 6 of the Purchase Agreement (other than Section 6.6) are incorporated herein by this reference and made a part hereof. Except as otherwise set forth herein, the terms and conditions of the Purchase Agreement shall remain in full force and effect notwithstanding the execution of this Agreement and are incorporated in their entirety herein and made a part of this Addendum as if fully set forth herein. 8.2 NOTICES. Any notice required or permitted by this Addendum and/or the Agreements shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or sent by overnight courier telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number (as set forth below or in the Purchase Agreement or on Exhibit A hereto or thereto, or as subsequently modified by written notice) and (a) if to the Company, with a copy to Sonya F. Erickson, Venture Law Group, 4750 Carillon Point, Kirkland, Washington 98033, fax number ###-###-#### or (b) if to the Purchasers, with a copy to Laura Hodges-Taylor, Goodwin, Proctor & Hoar LLP, Exchange Place, Boston, MA 02109, fax number ###-###-####. 8.3 COUNTERPARTS. This Addendum may be executed in any number of counterparts, each of which may be executed by less than all of the Additional Purchasers, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. -9- 10 8.4 FEES AND EXPENSES. The Company shall pay the reasonable fees and expenses of Goodwin, Proctor & Hoar LLP, the counsel for the Purchasers, incurred with respect to this Agreement, the documents referred to herein and the transactions contemplated hereby and thereby, provided such fees and expenses do not exceed $20,000. [Signature page follows] -10- 11 The parties hereto have executed this Addendum as of the date first set forth above. XCYTE THERAPIES, INC. By: --------------------------------------------- Ron J. Berenson, Chief Executive Officer Address: 1124 Columbia Street, Suite 130 Seattle, WA 98104 Fax: (206) 262-6200 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 12 ADDITIONAL PURCHASERS: MPM BIOVENTURES II, L.P. By: MPM Asset Management II, L.P., its General Partner By: MPM Asset Management II LLC, its General Partner By: --------------------------------------------- Name: Title: MPM BIOVENTURES II-QP, L.P. By: MPM Asset Management II, L.P., its General Partner By: MPM Asset Management II LLC, its General Partner By: --------------------------------------------- Name: Title: MPM BIOVENTURES GMBH & CO. PARALLEL-BETEILIGUNGS KG By: MPM Asset Management II, L.P., its General Partner By: MPM Asset Management II LLC, its General Partner By: --------------------------------------------- Name: Title: MPM ASSET MANAGEMENT INVESTORS 2000 B LLC By: --------------------------------------------- Name: Title: SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 13 ADDITIONAL PURCHASERS: ---------------------------------- JOHN E. PARKEY Address: Tredegar Investments 6501 Columbia Center 701 Fifth Avenue Seattle, WA 98104 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 14 ADDITIONAL PURCHASERS: ---------------------------------- NEIL RUZIC Address: c/o Little Stirrup Cay Research Limited 345 East Lake Front Drive Beverly Shores, IN 46301 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 15 ADDITIONAL PURCHASERS: ---------------------------------- ARCH VENTURE FUND III, L.P. By: --------------------------------------------- Name: ------------------------------------------- (print) Title: ------------------------------------------ Address: 1000 Second Avenue, Suite 3700 Seattle, WA 98104-1053 Attn: Bob Nelsen SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 16 ADDITIONAL PURCHASERS: ---------------------------------- JIM ROBERTS Address: 2540 Shoreland Drive South Seattle, WA 98144 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 17 ADDITIONAL PURCHASERS: ---------------------------------- MARK GROUDINE Address: 1142 20th Avenue East Seattle, WA 98112 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 18 FOUNDERS: - ------------------------------------ RONALD J. BERENSON - ------------------------------------ JEFFREY BLUESTONE - ------------------------------------ CARL JUNE - ------------------------------------ JEFFREY LEDBETTER - ------------------------------------ CRAIG THOMPSON SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 19 INITIAL SERIES D INVESTORS: DLJ CAPITAL CORP. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: 3000 Sand Hill Road, Bldg. 3, Suite 170 Menlo Park, CA 94025 DLJ FIRST ESC, L.P. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: 3000 Sand Hill Road, Bldg. 3, Suite 170 Menlo Park, CA 94025 SPROUT CAPITAL VII, L.P. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: 3000 Sand Hill Road, Bldg. 3, Suite 170 Menlo Park, CA 94025 THE SPROUT CEO FUND, L.P. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: 3000 Sand Hill Road, Bldg. 3, Suite 170 Menlo Park, CA 94025 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 20 INITIAL SERIES D INVESTORS: ARCH VENTURE FUND III, L.P. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: 1000 Second Avenue, Suite 3700 Seattle, WA 98104-1053 Attn: Bob Nelsen SERIES A AND B INVESTOR: ARCH VENTURE FUND II, L.P. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: 1000 Second Avenue, Suite 3700 Seattle, WA 98104-1053 Attn: Bob Nelsen SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 21 INITIAL SERIES D INVESTORS: ALTA CALIFORNIA PARTNERS, L.P. By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Jean Deleage ALTA EMBARCADERO PARTNERS, LLC By: --------------------------------------- Name: ------------------------------------- (print) Title: ------------------------------------ Address: One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Jean Deleage SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 22 INITIAL SERIES D INVESTORS: - ------------------------------------ TGI FUND II, LC Address: 6501 Columbia Center 701 5th Avenue Seattle, WA 98104 Attn: Michael Beblo & Dave Maki SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 23 INITIAL SERIES D INVESTORS: - ------------------------------------ FALCON TECHNOLOGY PARTNERS, L.P. Address: 600 Dorset Road Devon, PA 19333 Attn: Jim Rathman SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 24 INITIAL SERIES D INVESTORS: - ------------------------------------ VULCAN VENTURES, INC. Address: 110 110th Avenue NE, Suite 550 Bellevue, WA 98004 Attn: Ruth B. Kunath SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 25 INITIAL SERIES D INVESTORS: - ------------------------------------ FLUKE CAPITAL MANAGEMENT, L.P. Address: 11400 SE 6th Street, Suite 230 Bellevue, WA 98004 Attn: Dennis Weston SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 26 INITIAL SERIES D INVESTORS: - ------------------------------------ TOM ALBERG Address: c/o Madrona Investment Group 1000 2nd Avenue Seattle, WA 98104 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 27 INITIAL SERIES D INVESTORS: - ------------------------------------ MGN OPPORTUNITY GROUP LLC Address: The Norton Building 801 Second Avenue, Suite 1300 Seattle, WA 98104 Attn: Stephen Humphreys SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 28 INITIAL SERIES D INVESTORS: - ------------------------------------ ARNOLD L. HOLM, JR. Address: Holm Construction Services 310 3rd Avenue NE, Suite 103 Issaquah, WA 98027 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 29 INITIAL SERIES D INVESTORS: - ------------------------------------ HENRY JAMES Address: 22420 North Dogwood Lane Woodway, WA 98020 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 30 INITIAL SERIES D INVESTORS: - ------------------------------------ OKI ENTERPRISES, LLC Address: c/o Scott Oki 10838 Main Street Bellevue, WA 98004 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 31 INITIAL SERIES D INVESTORS: - ------------------------------------ VLG INVESTMENTS LLC Address: c/o Elias J. Blawie 2800 Sand Hill Road Menlo Park, CA 94025 - ------------------------------------ VLG ASSOCIATES 2000 Address: c/o Elias J. Blawie 2800 Sand Hill Road Menlo Park, CA 94025 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 32 INITIAL SERIES D INVESTORS: - ------------------------------------ SONYA F. ERICKSON Address: 4750 Carillon Point Kirkland, WA 98033 SERIES C WARRANT HOLDER: - ------------------------------------ PHOENIX GROWTH CAPITAL CORP. Address: 2401 Kerner Boulevard San Rafael, CA ###-###-#### Attn: Bob Borges SERIES C WARRANT HOLDER: - ------------------------------------ ROBERT KINGSBOOK Address: c/o Capital Finance Group 6777 Moore Drive Oakland, CA 94611 SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 33 SERIES A, B, OR C INVESTOR: By: ------------------------------------ Its: ------------------------------------ ------------------------------------ Print Name SIGNATURE PAGE TO XCYTE THERAPIES, INC. ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS 34 EXHIBIT A SCHEDULE OF ADDITIONAL PURCHASERS
35
36
37
38 EXHIBIT B SERIES A, SERIES B AND SERIES C INVESTORS
39 INVESTOR NAME AND ADDRESS NUMBER OF SHARES - ------------------------- ----------------
40 INVESTOR NAME AND ADDRESS NUMBER OF SHARES - ------------------------- ----------------
41 INVESTOR NAME AND ADDRESS NUMBER OF SHARES - ------------------------- ----------------
42 INVESTOR NAME AND ADDRESS NUMBER OF SHARES - ------------------------- ----------------
43 INVESTOR NAME AND ADDRESS NUMBER OF SHARES - ------------------------- ----------------
44 EXHIBIT C INITIAL SERIES D INVESTORS
45
46
47 EXHIBIT D SCHEDULE OF EXCEPTIONS 48 EXHIBIT E FORM OF WARRANTS 49 EXHIBIT F SERIES D PREFERRED STOCK PURCHASE AGREEMENT (SEE TAB NO. 1) 50 EXHIBIT G AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (SEE TAB NO. 2) 51 EXHIBIT H AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (SEE TAB NO. 3) 52 EXHIBIT I LEGAL OPINION OF VENTURE LAW GROUP (SEE TAB NO. 24) 53 EXHIBIT J AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (SEE TAB NO. 17)
