Agreement Regarding Registration of SBI-Held Shares in Acucela Inc. between Ryo Kubota and SBI Parties
This agreement, dated December 9, 2013, is between Ryo Kubota and several SBI-related investment entities regarding shares of Acucela Inc. held by the SBI parties. Ryo Kubota agrees to register all SBI-held shares, including those converted from promissory notes, in compliance with U.S. securities law, aiming to complete registration by May 13, 2014. Acucela Inc. will also handle reasonable administrative requests from the SBI parties, provided these do not disrupt daily operations. A formal registration rights agreement will be signed to reflect these terms and any mutually beneficial provisions.
EXHIBIT 4.03
December 9, 2013
Softbank Internet Fund
It is the sole general partner Soft Trend Capital Corp.
SBI BROADBAND FUND No1 LIMITED PARTNERSHIP
SBI BB Media Investment LPS
SBI BB Mobile Investment LPS
SBI Bio Life Science Investment LPS.
SBI PHOENIX NO.1 INVESTMENT LIMITED PARTNERSHIP
It is the sole general partner SBI Investment Co., Ltd.
BIOVISION LIFE SCIENCE FUND 1
It is the sole general partner SBI Investment Co., Ltd.
Trans-Science No. 2A Investment Limited Partnership
It is the sole general partner SBI Trans science Co., Ltd.
SBI Incubation Co., Ltd.
I, Ryo Kubota, will agree to the followings to facilitate the sale of all Acucela Inc. (“Acucela”) shares in the market (including commons shares that will be converted from the promissory notes, “SBI held shares”) held by SBI parties mentioned above.
I will (1) in accordance with US securities law, register all SBI held shares, with the goal of this registration be completed by the end of the 90 days lock up agreement (May 13th 2014); additionally (2) Acucela, where reasonable and appropriate, will conduct other related administrative matters requested by all SBI related parties, provide such requests do not impact Acucela’s day to day operations.
Acucela Inc. will sign a registration rights agreement with SBI parties mentioned above, on the above mentioned agreements and other beneficial clauses that would merit both parties.
| /s/ Ryo Kubota |
| Ryo Kubota |
