VOTING AGREEMENT (AMENDED AND RESTATED AS OF [ ], 2013)
Exhibit 10.2
(AMENDED AND RESTATED AS OF [ ], 2013)
THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made as of [ ], 2013 by and among Acceleron Pharma Inc., a Delaware corporation (the “Corporation”), the parties listed on Exhibit A hereto (the “Investors”), and the persons listed as Founders on the signature pages hereto (the “Founders,” and, together with the Investors, the “Stockholders”).
WHEREAS, the Corporation, the Founders, and the Investors are parties to that certain Amended and Restated Voting Agreement dated as of December 22, 2011 (the “Prior Agreement”).
WHEREAS, the Investors executing signature pages hereto hold at least two-thirds in voting power of the outstanding shares of Preferred Stock (as such capitalized term is defined in the Prior Agreement) and Common Stock issued upon conversion of Preferred Stock and therefore may validly join with the Corporation to amend the terms of the Prior Agreement pursuant to Section 7 thereof.
WHEREAS, in connection with the sale by the Corporation of Series F Convertible Preferred Stock to certain of the Investors as of the date hereof, the Investors and the Corporation desire to amend and restate the Prior Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree to amend and restate the Prior Agreement in its entirety as follows:
1. Board of Directors.
(a) In any and all elections of directors of the Corporation (whether at a meeting or by written consent in lieu of a meeting), the Stockholders agree to vote all shares of the Corporation’s Common Stock, $.001 par value per share (“Common Stock”), the Corporation’s Series A Convertible Preferred Stock, $.001 par value per share (“Series A Preferred Stock”), Series B Convertible Preferred Stock, $.001 par value per share (“Series B Preferred Stock”), Series C-1 Convertible Preferred Stock, $.001 par value per share (“Series C-1 Preferred Stock”), Series C Convertible Preferred Stock, $.001 par value per share (“Series C Preferred Stock”), Series D-1 Convertible Preferred Stock, $.001 par value per share (“Series D-1 Preferred Stock”), Series D Convertible Preferred Stock, $.001 par value per share (“Series D Preferred Stock”), Series E Convertible Preferred Stock, $.001 par value per share (“Series E Preferred Stock”), and Series F Convertible Preferred Stock, $.001 par value per share (“Series F Preferred Stock”) (the Series A Preferred Stock, together with the Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock, collectively the “Preferred Stock”), and any other class of voting security of the Corporation now or hereafter owned or controlled by them (collectively, the “Shares”), and otherwise to use their respective best efforts
as shareholders of the Corporation, to fix the number of directors constituting the whole Board of Directors of the Corporation at not more than eleven, and to elect as directors of the Corporation:
(i) Six persons designated as follows,
(A) one person designated by Polaris Venture Partners IV, L.P., together with its Affiliates (as defined below), such designee to be initially Xxxxxxxx X. XxXxxxx;
(B) one person designated by Venrock Partners, L.P., together with its Affiliates, such designee to be initially Xxxxxxx X. Xxxxx;
(C) one person designated by Applied Genomic Technology Capital Fund, L.P., together with its Affiliates, such designee to be initially Xx Xxxxx;
(D) one person designated by Advanced Technology Ventures VII, L.P., together with its Affiliates, such designee to be initially Xxxx Xxxxxx;
(E) one person designated by OrbiMed Advisors, LLC, together with its Affiliates (“OrbiMed”), such designee to be initially Xxxx Xxxxxx; and
(F) one person designated by Celgene Corporation, together with its Affiliates, such designee to be initially Xxxxxx Xxxxxxxxxx.
Each of the entities identified in subsection (i) above entitled to designate a director of the Corporation shall only be so entitled to designate a director so long as such entity, together with its Affiliates owns not less than one million (1,000,000) Shares (as adjusted to reflect any stock dividends, stock splits, distributions, combinations, reclassifications or other similar events with respect to the Shares). The directors identified in clauses (A) through (D) above shall be the “Series A Directors,” the director identified in Clause (E) above shall be the “Series B Director,” the director identified in Clause (F) above shall be the “Celgene Director,” and the directors identified in subsection (i) above shall collectively be the Preferred Stock Directors as defined in the Corporation’s Certificate of Incorporation. For purposes of this Agreement, an “Affiliate” of any person shall mean any general or limited partner of any such person that is a partnership, member of any such person that is a limited liability company or any person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, including any person or entity having the same investment manager or general partner as such person.
(ii) Three persons (each, a “Common Stock Director”) designated by Founders holding a majority in voting power of the Common Stock held by Founders, initially Xxx Xxxxxxxx, Xxxxxx X. Xxxxxxxxxx and one vacancy;
(iii) Such individual as shall currently be serving as the Chief Executive Officer of the Corporation (the “CEO Director”); and
(iv) One person to be designated by the other members of the Board who shall initially be Xxxxxxx Xxxx.
The directors identified in clauses (i) and (ii) above are sometimes hereinafter referred to as “Designated Directors.”
(b) Any person, entity or group entitled to designate a Designated Director (a “Designating Party”) shall furnish written notice of its Designated Director designee to the Stockholders entitled to vote for such Designated Director at least 10 days prior to any proposed election of such Designated Director. In the absence of such notice, the Designated Director designee of such Designating Party then serving and previously designated shall be reelected if still eligible to serve as provided herein. No Stockholder shall vote to remove any Designated Director unless the Designating Party who designated such Designated Director so directs, and if such Designating Party so directs then the Stockholders shall so vote.
(c) Any vacancy on the Board of Directors created by the resignation, removal, incapacity, or death of any Designated Director shall be filled by another person designated by the Designating Party entitled to designate such Designated Director. The Stockholders shall vote their respective Shares in accordance with such new designation, and any such vacancy shall not be filled in the absence of a new designation by the applicable Designating Party.
(d) If for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Corporation, such individual shall simultaneously and automatically be deemed to resign from the Board of Directors, his membership shall terminate without the need for any further action of the Stockholders, and the Stockholders agree that the resulting vacancy on the Board of Directors shall be filled only by the new Chief Executive Officer, upon such person’s election.
(e) Nothing contained in this Agreement shall be deemed to prohibit an election of the members of the Board of Directors by written consent to the extent it is permitted by all applicable laws, the Certificate of Incorporation and the Corporation’s By-laws.
2. Director Indemnification. The Corporation and the Stockholders agree not to take any action to amend any provision of the Certificate of Incorporation or By-Laws of the Corporation relating to indemnification of directors, as presently in effect, without the prior written consent of the holders of at least two-thirds in voting power of the then outstanding Preferred Stock. No such amendment shall be effective to eliminate indemnification protection with respect to any prior action.
3. Termination. This Agreement shall terminate in its entirety and be of no further force and effect upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Corporation that results in an automatic conversion of all outstanding shares of Preferred Stock; provided, however, that Section 11 shall survive any such termination.
4. Notices. All notices, requests, consents and other communications hereunder (“Notices”) to any party shall be contained in a written instrument addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the
addressee to the addressor listing all parties and shall be deemed given (a) when delivered in person or duly sent by fax showing confirmation of receipt, (b) three days after being duly sent by first class mail postage prepaid (other than in the case of Notices to or from any non-U.S. resident, which Notices must be sent in the manner specified in clause (a) or (c)), or (c) two days after being duly sent by DHL, Federal Express or other recognized express international courier service:
(a) if to the Corporation, to:
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Ropes & Xxxx LLP
Prudential Tower
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxxxx
Fax: (000) 000-0000
(b) if to the Investors, to their respective addresses set forth on Exhibit A of this Agreement.
(c) if to the Founders, to their respective addresses set forth on the signature pages of this Agreement or to such Founder c/o the Corporation.
5. Assignment; Binding Effect. No Designating Party may assign its right to designate directors hereunder. Subject to termination or partial termination as provided herein, this Agreement shall be binding on the parties hereto and their respective legal representatives, successors and permitted assigns and on the transferees of any Shares now owned or hereafter acquired by them. Each party hereto shall cause any transferee of any of its Shares to execute documents assuming such party’s obligations hereunder before the consummation of any transfer.
6. Entire Agreement. This Agreement contains the sole and entire understanding of the parties with respect to its subject matter and supersedes all prior negotiations, commitments, agreements and understandings heretofore had among any of them with respect thereto.
7. Amendment and Waiver. This Agreement may be amended, and compliance with any provision of this Agreement may be omitted or waived, only by the written agreement of (a) the Corporation, (b) Investors holding at least two-thirds in voting power of the then outstanding shares of Preferred Stock, and Common Stock issued upon conversion of Preferred Stock, held by Investors, and (c) in the case of amendments or waivers adversely affecting the Founders in a manner in which the Investors are not likewise adversely affected, Founders holding a majority
in voting power of Preferred Stock and Common Stock held by Founders; provided, however, that no Investor or Founder shall, without its consent, be adversely affected by any such modification, amendment or waiver in any manner in which the other Investors or Founders, as applicable, are not likewise adversely affected; provided further, that, no amendment shall eliminate designation rights under Section 1 or rights under Section 1A without the consent of the holder having such rights. A waiver on one occasion shall not constitute a waiver on any further occasion. The parties agree that amendments to this Agreement made in connection with subsequent equity financings of the Corporation that provide for the election of additional directors shall not be deemed to adversely affect the Founders in a manner in which the Investors are not likewise adversely affected.
8. Counterparts; Facsimile Signatures. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original and which, together, shall constitute one and the same instrument. Any such counterpart may contain one or more signature pages. This Agreement may be executed by facsimile signatures.
9. Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws.
10. Legend. Each certificate for Shares shall bear a legend stating in substance as follows, and each of the Stockholders shall cause its certificates to be so legended promptly after the execution and delivery of this Agreement:
The shares of stock represented by this certificate are subject to the terms and provisions of a Voting Agreement among the Corporation and certain stockholders of the Corporation. The Corporation will furnish a copy of the Voting Agreement to the holder hereof upon written request and without charge.
The Corporation shall not, during the term of this Agreement, remove or permit to be removed (upon registration of transfer, resissuance or otherwise), such legend from any such certificate and will place or cause to be placed such legend on any new certificate issued to represent Shares theretofore represented by a certificate carrying such legend.
11. Remedies. Each party to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement, and to exercise all other rights existing in its favor. Each party to this Agreement expressly agrees that a violation of this Agreement by such party could not be adequately compensated by money damages alone and that the other parties will be irreparably damaged if this Agreement is not specifically enforced. Upon a breach or threatened breach of the terms, covenants and/or conditions of this Agreement by any party, the other parties shall, in addition to all other remedies, each be entitled to a temporary or permanent injunction, and/or a decree for specific performance, in accordance with the provisions hereof.
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Voting Agreement as of the date first written above.
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By: |
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Xxxx Xxxxx, Chief Executive Officer |
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FOUNDERS | |
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Xxxx Xxxxx | |
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Xxxxxx Xxxxxx | |
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Xxx Xxxxxxxx | |
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Xxxx Xxxxxxx | |
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Address: | |
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Xxxxx Xxxxx | |
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Address: | |
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Xxxxx Xxxx | |
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Signature Page to Voting Agreement
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FOUNDERS (BY TRANSFER) | |
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Xxxxx X. Xxxxx, Xx. | |
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Address: |
c/o Flagship Ventures |
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Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx |
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Xxxxxxxxx, XX 00000 |
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Xxxxxx X. Xxxxxx | |
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Address: |
c/o Flagship Ventures |
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Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx |
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Xxxxxxxxx, XX 00000 |
Signature Page to Voting Agreement
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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POLARIS VENTURE PARTNERS IV, L.P. | |
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BY: POLARIS VENTURE MANAGEMENT CO. IV, L.L.C. | |
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ITS GENERAL PARTNER | |
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POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P. | |
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BY: POLARIS VENTURE MANAGEMENT CO. IV L.L.C. | |
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ITS GENERAL PARTNER | |
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By: |
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Xxxxxxx X. Xxxxxxxx | |
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Attorney-in-fact | |
Signature Page to Voting Agreement
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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VENROCK PARTNERS, L.P., | |
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by its General Partner, Venrock Partners Management, LLC | |
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VENROCK ASSOCIATES IV, L.P., | |
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by its General Partner, Venrock Management IV, LLC | |
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VENROCK ENTREPRENEURS FUND IV, L.P., | |
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by its General Partner, VEF Management IV, LLC | |
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By: |
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Name: | |
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Title: | |
Signature Page to Voting Agreement
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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ADVANCED TECHNOLOGY VENTURES VII, L.P. |
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ADVANCED TECHNOLOGY VENTURES VII(C), L.P. | ||
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ATV Associates VII, L.L.C. |
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ATV Associates VII, L.L.C. |
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Its General Partner |
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Its General Partner |
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By: |
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By: |
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Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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Title: |
Managing Director |
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ADVANCED TECHNOLOGY VENTURES VI, L.P. |
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ATV ALLIANCE 2003, L.P. | ||
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ATV Associates VI, L.L.C. |
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ATV Alliance Associates, L.L.C. |
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Its General Partner |
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Its General Partner |
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By: |
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By: |
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Name: |
Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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Title: |
Managing Director |
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ADVANCED TECHNOLOGY VENTURES VII(B), L.P. |
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ATV ENTREPRENEURS VI, L.P. | ||
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ATV Associates VII, L.L.C. |
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ATV Associates VI, L.L.C. |
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Its General Partner |
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Its General Partner |
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By: |
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By: |
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Name: |
Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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Managing Director |
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ATV ENTREPRENEURS VII, L.P. |
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ATV Associates VII, L.L.C. |
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Its General Partner |
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By: |
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Xxxx Xxxxxx |
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Managing Director |
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Signature Page to Voting Agreement
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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CELGENE CORPORATION | |
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Xxxxx Xxxxxx |
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Title: |
Chief Operating Officer |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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ORBIMED PRIVATE INVESTMENTS II, LP |
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ORBIMED PRIVATE INVESTMENTS II (QP), LP | ||
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Orbimed Capital XX XX LLC |
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Orbimed Capital XX XX LLC |
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its General Partner |
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its General Partner |
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By: |
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By: |
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Name: |
Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Member |
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Member |
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ORBIMED PRIVATE INVESTMENTS II, LP |
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Orbimed Capital XX XX LLC |
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its General Partner |
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By: |
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Xxxx Xxxxxx |
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Member |
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Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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APPLIED GENOMIC TECHNOLOGY CAPITAL FUND, L.P.; AGTC ADVISORS FUND, L.P. | |
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Each by: AGTC Partners, L.P., its General Partner | |
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By: NewcoGen Group Inc., its General Partner | |
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By: |
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Name: |
Xxxxxx X Xxxxxx |
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Title: |
President |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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BESSEMER VENTURE PARTNERS VII L.P., | |
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BESSEMER VENTURE PARTNERS VII INSTITUTIONAL L.P. | |
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By: Deer VII & Co. L.P., their General Partner | |
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By: Deer VII & Co. Ltd., its General Partner | |
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By: |
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Name: |
J. Xxxxxx Xxxxxxxx |
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Title: |
Director |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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ALKERMES, INC. | ||
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By: |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Senior Vice President |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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XXXXXX XXXX VENTURES, A CALIFORNIA LIMITED PARTNERSHIP |
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XXXXX X. XXXXXXXX, TRUSTEE OF THE XXXXXXXX LIVING TRUST U/A/D 1/22/98 | ||
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By: |
Xxxxxx Hill Ventures, L.L.C. |
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By Xxxxxx Xxx Under Power of Attorney | |
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its General Partner |
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By: |
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By: |
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Xxxxx X. Xxxxxxxx, Trustee | |
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Name: Xxxxxxx X. Xxxx |
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Title: Managing Director |
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ANVEST, L.P. |
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G. XXXXXXX XXXXX, XX. AND XXXX XXXX XXXXX, CO-TRUSTEES OF THE XXXXX REVOCABLE TRUST U/A/D 2/3/03 | ||
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By: |
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By Xxxxxx Xxx Under Power of Attorney | |
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Xxxxx X. Xxxxxxxx, Trustee of The Xxxxxxxx Living Trust U/A/D 1/22/98, General Partner |
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By: |
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G. Xxxxxxx Xxxxx, Xx., Trustee | ||
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XXXXXXXX HOLDINGS, L.P. |
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YOVEST, L.P. | ||
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By Xxxxxx Xxx Under Power of Attorney |
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By Xxxxxx Xxx Under Power of Attorney | ||
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By: |
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By: |
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G. Xxxxxxx Xxxxx, Xx., Trustee of the Xxxxx Revocable Trust U/A/D 2/3/03, General Partner |
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Xxxxxxx X. Xxxxxxx, Xx., Trustee of The Xxxxxxx X. Xxxxxxx, Xx. Revocable Trust U/A/D 8/5/09, General Partner | ||
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XXXXXXX X. XXXXXXX, XX. TRUSTEE, THE XXXXXXX X. XXXXXXX, XX. REVOCABLE TRUST U/A/D 8/5/2009 |
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XXXXX X. XXXXX AND XXXXX X. XXXXX, AS TRUSTEES OF THE XXXXX AND XXXXX XXXXX LIVING TRUST, DATED 7/6/04 | ||
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By Xxxxxx Xxx Under Power of Attorney | ||
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By: |
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By: |
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Xxxxxxx X. Xxxxxxx, Xx., Trustee |
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ROOSTER PARTNERS, LP |
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XXXXXXX X. XXXXX AND XXXXX X.X. XXXXX AS TRUSTEES OF XXXXXXX X. AND XXXXX X.X. XXXXX TRUST AGREEMENT DATED 2/24/99 | ||
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By: |
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By Xxxxxx Xxx Under Power of Attorney | |
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Xxxxx Xxxx, Trustee of The Xxxx Revocable Trust U/A/D 4/23/98, General Partner |
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By: |
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Xxxxxxx X. Xxxxx, Trustee | |
Signature Page to Voting Agreement
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XXXXX X. XXXXXXX, TRUSTEE OF THE XXXXXXX REVOCABLE TRUST U/A/D 9/28/2000 |
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TALLACK PARTNERS, L.P. | ||
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By Xxxxxx Xxx Under Power of Attorney |
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By: |
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By: |
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Xxxxx X. Xxxxxxx, Trustee of The Xxxxxxx Revocable Trust U/A/D 9/28/2000, General Partner | |
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Xxxxx X. Xxxxxxx, Trustee |
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By Xxxxxx Xxx Under Power of Attorney |
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XXXXXX X. XXXXXX AND XXXXXX X. XXXXXX AS TRUSTEES OF THE XXXXXX FAMILY TRUST U/D/T 11/3/1995 | ||
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By Xxxxxx Xxx Under Power of Attorney | |
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By: |
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Xxxxx X. Xxxxxxx |
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By: |
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XXXXX X. XXXXX AND XXXXXXXX X. X’XXXXX AS TRUSTEES OF THE WHITE FAMILY TRUST U/A/D 4/3/97 |
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XXXXXXX X. XXXX AND XXXXXXXXX X. XXXX AS TRUSTEES OF XXXXXXX X. AND XXXXXXXXX X. XXXX TRUST AGREEMENT DATED 10/31/00 | ||
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By: |
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Xxxxx X. Xxxxx, Trustee |
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By: |
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Xxxxxxx X. Xxxx, Trustee | ||
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XXXXXX X. XXXXXXX AND XXXXXX X. XXXXXXX AS TRUSTEES OF XXXXXXX 2003 TRUST |
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XXXXXXX X. XXXXXXX AND XXXX XXXXXXXXX XXXXXXX, CO TRUSTEES OF XXXXXXX TRUST AGREEMENT DATED 7/19/06 | ||
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By Xxxxxx Xxx Under Power of Attorney |
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By Xxxxxx Xxx Under Power of Attorney | ||
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By: |
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By: |
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Xxxxxx X. Xxxxxxx, Trustee |
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Xxxxxxx X. Xxxxxxx, Trustee | ||
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XXXXXXX X. XXXX AND XXXXX X. XXXX AS TRUSTEES OF NAAR FAMILY TRUST U/A/D 12.22.94 |
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XXXXXXX XXXXXX XXXX AND YU-XXXX XXXX CHEN AS TRUSTEES OF XXXXXXX AND XXXX XXXX 2001 LIVING TRUST DATED 3/17/01 | ||
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By Xxxxxx Xxx Under Power of Attorney | ||
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By: |
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By: |
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XXXXX XXXX AND XXXXXX XXXX XXXX, CO-TRUSTEES OF THE XXXX REVOCABLE TRUST U/A/D 4/23/98 |
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By Xxxxxx Xxx Under Power of Attorney |
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By: |
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Xxxxx Xxxx, Trustee |
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Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx X. Xxxxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx X. Xxxxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X. Xxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx Xxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx X. Xxxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxx (Rollover) |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X. Xxxxxxx, Xx. |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxx (Rollover) |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx Xxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxx (Rollover) |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx X. Xxxxxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Yu-Xxxx Xxxx |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxxx Xxx (Post) |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxxx Xxx (Pre) |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxxx Xxx (Rollover) |
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Xxxxx Fargo Bank, N.A. FBO Xxxxx X. Xxxxx Xxxx XXX |
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Xxxxx Fargo Bank, N.A. FBO Xxxxxxx X. Xxxx Xxxx XXX |
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Xxxxx Fargo Bank, N.A. FBO Xxxxxxx X. Xxxxx Xxxx XXX |
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Xxxxx Fargo Bank, N.A. FBO Xxxxx X. Xxxxx Xxxx XXX |
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By: |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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QVT FUND LP, |
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QUINTESSENCE FUND LP, | ||
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BY: ITS GENERAL PARTNER, QVT ASSOCIATES GP LLC |
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BY: ITS GENERAL PARTNER, QVT ASSOCIATES GP LLC | ||
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By: |
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By: |
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Name: |
Xxxxx X. Manchester |
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Name: |
Xxxxx X. Manchester |
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Title: |
Portfolio Manager |
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Title: |
Portfolio Manager |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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AVALON VENTURES VI, LP |
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AVALON VENTURES VI, GP FUND, LLC | ||
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By: |
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By: |
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Name: |
Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Authorized Signer & CFO |
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Title: |
Authorized Signer & CFO |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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MIDCAP FINANCIAL, LLLC, | |
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a Delaware limited liability company | |
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By: |
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Name: |
Xxxx Xxxxx |
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Title: |
Managing Director |
Signature Page to Voting Agreement
ACCELERON PHARMA INC.
Amended and Restated Voting Agreement
Investor Signature Page
By executing this page in the space provided, the undersigned hereby agrees (i) that it is an “Investor” as defined in the Amended and Restated Voting Agreement dated as of the date first written above, by and among Acceleron Pharma Inc. and the parties named therein (the “Voting Agreement”), (ii) that it is a party to the Voting Agreement for all purposes and (iii) that it is bound by all terms and conditions of the Voting Agreement.
EXECUTED as of the date first written above.
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|
HERCULES TECHNOLOGY II, L.P. | |
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By: |
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Name: |
X. Xxxxxxxx Martitsch |
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Title: |
Associate General Counsel |
Signature Page to Voting Agreement
Exhibit A
Investors
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Investor |
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Address |
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Bessemer Venture Partners VII L.P. |
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x/x Xxxxxxxx Xxxxxxx Partners 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
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Bessemer Venture Partners VII Institutional L.P. |
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x/x Xxxxxxxx Xxxxxxx Partners 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
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Polaris Venture Partners IV, L.P. |
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0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 |
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Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. |
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0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 |
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OrbiMed Private Investments II LP |
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OrbiMed Advisors, LLC Attn: Xxxx Xxxxxx |
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OrbiMed Private Investments II (QP), LP |
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OrbiMed Advisors, LLC Attn: Xxxx Xxxxxx |
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UBS Juniper Crossover Fund, LLC |
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OrbiMed Advisors, LLC Attn: Xxxx Xxxxxx |
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Advanced Technology Ventures VII, LP |
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000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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Advanced Technology Ventures VII (B), LP |
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000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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Advanced Technology Ventures VII (C), LP |
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000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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ATV Entrepreneurs VII, LP |
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000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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Advanced Technology Ventures VI, LP |
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000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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ATV Entrepreneurs VI, LP |
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000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 |
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Applied Genomic Technology Capital Fund, L.P. |
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Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 |
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AGTC Advisors Fund, L.P. |
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Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 |
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Venrock Partners, L.P.
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000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
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Venrock Associates IV, L.P.
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000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
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Venrock Entrepreneurs Fund IV, L.P.
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000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
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Xxxxxx Hill Ventures, A California Limited Partnership |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx X. Xxxxxxxx, Trustee of The Xxxxxxxx Living Trust U/A/D 1/22/98 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Anvest, L.P. |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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G. Xxxxxxx Xxxxx, Xx. and Xxxx Xxxx Xxxxx, Co-Trustees of The Xxxxx Revocable Trust U/A/D 2/3/03 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxxx Holdings, L.P. |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Yovest, L.P. |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Rooster Partners, LP |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxx X. Xxxxx and Xxxxx X.X. Xxxxx as Trustees of Xxxxxxx X. and Xxxxx X.X. Xxxxx Trust Agreement Dated 2/24/99 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx X. Xxxxxxx |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx X. Xxxxxxx, Trustee of The Xxxxxxx Revocable Trust U/A/D 9/28/2000 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Tallack Partners, L.P. |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx X. Xxxxx and Xxxxxxxx X. X’Xxxxx as Trustees of The White Family Trust U/A/D 4/3/97 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxx X. Xxxx and Xxxxxxxxx X. Xxxx as Trustees of Xxxxxxx X. and Xxxxxxxxx X. Xxxx Trust Agreement Dated 10/31/00 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx as Trustees of The Xxxxxx Family Trust U/D/T 11/3/1995 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx as Trustees of Xxxxxxx 2003 Trust |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxx X. Naar and Xxxxx X. Xxxx as Trustees of Naar Family Trust U/A/D 12.22.94 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxx Xxxxxx Xxxx and Yu-Xxxx Xxxx Chen as Trustees of Xxxxxxx and Xxxx Xxxx 2001 Living Trust Dated 3/17/01 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx Xxxx and Xxxxxx Xxxx Xxxx, Co-Trustees of The Xxxx Revocable Trust U/A/D 4/23/98 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxx X. Xxxxxxx, Xx. Trustee, The Xxxxxxx X. Xxxxxxx, Xx., Revocable Trust U/A/D 8/5/2009 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxxxx X. Xxxxxxx and Xxxx Xxxxxxxxx Xxxxxxx, Co-Trustees of Xxxxxxx Trust Agreement Dated 7/19/06 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx X. Xxxxx and Xxxxx X. Xxxxx, as Trustees of the Xxxxx and Xxxxx Xxxxx Living Trust, dated 7/6/04 |
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000 Xxxx Xxxx Xxxx, Xxxxx X-000 Xxxx Xxxx, XX 00000-0000 |
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Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X. Xxxxxxx |
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Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx Xxxx
|
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxxxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X. Xxxxxxx, Xx. |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx X. Xxxxxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxx |
|
Attention: Xxx Xxxxxxxx 600 California Street, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Yu-Xxxx Xxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxxx Xxx (Pre) |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxxx Xxx (Post) |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx Xxx |
|
Attention: Xxx Xxxxxxxx 600 California Street, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxx X. Xxxxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxxxx X. Xxxxxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Xxxxx X. Xxxxx |
|
Attention: Xxx Xxxxxxxx 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx XXX X0000-000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxx Fargo Bank N.A. FBO Xxxxx X. Xxxxx Xxxx XXX |
|
Xxxxx Fargo Trust Operations - CHOPS NW 7595 Account # 00000000 X.X. Xxx 0000 Xxxxxxxxxxx, XX 00000-000 |
|
Xxxxx Fargo Bank N.A. FBO Xxxxxxx X. Xxxx Xxxx XXX |
|
Xxxxx Fargo Trust Operations - CHOPS NW 7595 Account # 00000000 X.X. Xxx 0000 Xxxxxxxxxxx, XX 00000-000 |
|
Xxxxx Fargo Bank N.A. FBO Xxxxxxx X. Xxxxx Xxxx XXX |
|
Xxxxx Fargo Trust Operations - CHOPS NW 7595 Account # 00000000 X.X. Xxx 0000 Xxxxxxxxxxx, XX 00000-000 |
|
Xxxxx Fargo Bank N.A. FBO Xxxxx X. Xxxxx Xxxx XXX |
|
Xxxxx Fargo Trust Operations - CHOPS NW 7595 Account # 00000000 X.X. Xxx 0000 Xxxxxxxxxxx, XX 00000-0000 |
|
MPM BioEquities Master Fund LP |
|
The Xxxx Xxxxxxx Tower 200 Clarendon Street, 54th floor Xxxxxx, XX 00000 |
|
QVT Fund LP |
|
c/o QVT Financial LP 1177 Avenue of the Xxxxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 |
|
Quintessence Fund L.P. |
|
c/o QVT Financial LP 1177 Avenue of the Xxxxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 |
|
Hercules Technology II, L.P.
|
|
000 Xxxxxxxx Xxx, Xxxxx 000 Xxxx Xxxx, XX 00000 |
|
Avalon Ventures VI, LP |
|
0000 Xxxxx Xx Xx Xxxxx, XX. 00000 |
|
Avalon Ventures VI, GP Fund, LLC |
|
0000 Xxxxx Xx Xx Xxxxx, XX. 00000 |
|
Xxxxx Xxxx
|
|
0000 Xxxxxx Xxxxx Xx Xxxxx, XX 00000 |
|
Xxx Xxxxxxxx |
|
0000 Xxxxxxxx Xxxxxxxxx 0X Xxx Xxxx, XX 00000 |
|
Xxxxx Xxxxx
|
|
000 Xxxxxxxxx Xx. Xxxx Xxxx, XX 00000-0000 |
|
Xxxx Xxxxxxx |
|
0 Xxxx 00xx Xx. Xxx Xxxx, XX 00000 |
|
Xxxxx Xxxx
|
|
000 Xxxxx Xxxxx Xx.. Xxxxxxxxxxx, XX 00000 |
|
Xxxxx Xxxxxx |
|
0000 Xxxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
|
The Xxxxxx Xxxx xxx Xxxxxx III and Xxxxxxxxx X. xxx Xxxxxx Revocable Trust Dated January 18, 2005 |
|
0000 Xxxxxxx Xxx Xxxxxxx, XX 00000 |
|
Xxxx Xxxxxx |
|
00 Xxxxxxxxx Xxxx, #000 Xxx Xxxxxxxxx, XX 00000 |
|
Xxxxxx Xxxxxxx |
|
0000 Xxxxxxxxxxx Xxxx, XX Xxx 00 Xxxxxx, XX 00000 |
|
Xxxx Xxxxx |
|
00 Xxxxxx Xxxx Xxxxx Xxxxx, XX 00000 |
|
Xxxxxxx Xxxxxx 0000 XXXX |
|
c/o Xxxxxxx X. Xxxxxx 000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
Next Chapter Holdings LP |
|
c/o Xxxx X. Xxxxxx 000 Xxxxxxx Xxxxxx, Xxxxx 000-000 Xxxxxxxx Xxxx, XX 00000 |
|
Ropart Investments LLC |
|
Attn: Xxxxx Xxxxxx Xxx Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
UM Multi-Strategy Fund |
|
c/o Cadogen Management LLC Attn: Xxxx Xxxxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
|
Xxxxxx Xxxx |
|
0000 Xxxxx Xxxx Xxxxxx, XX 00000 |
|
Valinco Investments Limited |
|
c/o Denlow Private Trustco Limited 00 Xxxxxx Xxxx Xxxxxxxxxx XX 00 Xxxxxxx |
|
XXXX Alternative Strategy Fund XX |
|
Xxxxxxxxxx Global Asset Management Attn: Xxxxxxx Xxxxxx 0 Xxxxxxxx Xxxxxxxxxx, Xxxxx Xxxxx, 00xx Xxxxx Xxxxxxxx, XX X0X 0X0 Canada |
|
DGAM Alternative Strategy Fund II SPC CELL A |
|
Desjardins Global Asset Management Attn: Xxxxxxx Xxxxxx 0 Xxxxxxxx Xxxxxxxxxx, Xxxxx Xxxxx, 00xx Xxxxx Xxxxxxxx, XX X0X 0X0 Canada |
|
Citco Global Custody (NA) N.V. as custodian for Absolutissimo-Cadogan |
|
Attn: Xxxxxxx Xxxxxx Xxxxxxxxxxxxx Xxxx 00 Xxxxxxx Xxxxxxxxxxx Antilles |
|
Alkermes, Inc. |
|
000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 |
|
Celgene Corporation |
|
00 Xxxxxx Xxxxxx Xxxxxx, XX 00000 |
|
MidCap Financial, LLC |
|
0000 Xxx Xxxxxxxxxx Xxxx Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Xxx Xxxxxxxxx |
