AVALANCHE BIOTECHNOLOGIES, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

Exhibit 4.6

Execution Version

AVALANCHE BIOTECHNOLOGIES, INC.

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of April 16, 2014 by and among Avalanche Biotechnologies, Inc., a Delaware corporation (the “Company”), the holders of Common Stock of the Company, par value $0.0001 per share, (the “Common Stock”) listed on Schedule A attached hereto (each a “Key Holder” and, together, the “Key Holders”) and the holders of Preferred Stock of the Company, par value $0.0001 per share (the “Preferred Stock”) and/or Common Stock listed on Schedule B attached hereto (the “Investors”).

WHEREAS, the Company and certain of the Investors are parties to that certain Series B Preferred Stock Purchase Agreement of even date herewith (as may be amended from time to time, the “Purchase Agreement”), pursuant to which those Investors are purchasing shares of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) and it is a condition to the closing of the sale of the Series B Preferred Stock to the Investors that the Investors, the Key Holders and the Company execute and deliver this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Transfers by Key Holders.

1.1 Definitions. For purposes of this Agreement:

(a) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time; provided, however, that “Affiliate” with respect to those Investors that are advisory clients of Fidelity or X. Xxxx Price shall include other funds and accounts managed by Fidelity or X. Xxxx Price, respectively.

(b) “Business Day” shall mean any day other than a Saturday, a Sunday or other day on which banks are not required to be open or are authorized to close in New York, New York.

(c) “Conversion Shares” shall mean that number of shares of Common Stock of the Company issued or issuable upon conversion of the capital stock held by an Investor, or received in connection with any stock dividend, stock split or other reclassification thereof or other rights to acquire shares of capital stock of the Company held by such Investor, including for purposes of clarity, upon conversion of any shares of Preferred Stock.

(d) “Fidelity” shall mean Fidelity Management & Research Company and any successor or Affiliate investment advisor to the Fidelity Investors.

(e) “Fidelity Investors” shall mean the Investors that are advisory clients of Fidelity with respect to holdings of shares in the Company. For the sake of clarity, as of the date hereof the Fidelity Investors marked with an asterisk on Schedule B attached hereto.

(f) “Key Holder Stock” shall mean shares of the Company’s Common Stock now owned or subsequently acquired by the Key Holders by gift, purchase, dividend, option exercise or any other means whether or not such securities are only registered in a Key Holder’s name or beneficially or legally owned by such Key Holder, including any interest of a spouse in any of the Key Holder Stock, whether that interest is asserted pursuant to marital property laws or otherwise. The number of shares of Key Holder Stock owned by the Key Holders as of the date hereof are set forth on Schedule A, which schedule may be amended from time to time by the Company to reflect changes in the number of shares owned by the Key Holders, but the failure to so amend shall have no effect on such Key Holder Stock being subject to this Agreement.

(g) “Transfer” shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Key Holder Stock.

(h) “X. Xxxx Price” shall mean X. Xxxx Price Associates, Inc. and any successor or Affiliate investment advisor to the X. Xxxx Price Investors.

(i) “X. Xxxx Price Investors” shall mean the Investors that are advisory clients of X. Xxxx Price with respect to holdings of shares in the Company. For the sake of clarity, as of the date hereof the X. Xxxx Price Investors marked with an asterisk on Schedule B attached hereto.

1.2 Notice of Transfers; Company and Investor Right of First Refusal.

(a) Transfer Notice. Should a Key Holder (or a Permitted Transferee, as defined below) propose to Transfer (a “Purchase Offer”) any shares of the Key Holder Stock (the “Shares”) (other than as set forth in Section 1.6 of this Agreement), such Key Holder shall promptly deliver a notice (the “Notice”) to the Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares proposed to be sold or transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. The Company and the Investors shall have the option to purchase all or a portion of such Shares, pursuant to the terms and conditions set forth below (with respect to the Company or the Investors, as applicable, the “Right of First Refusal”). In the event that the Transfer is being made pursuant to the provisions of Section 1.6, the Notice shall state under which specific clause of Section 1.6 the Transfer is being made.

(b) Company’s Right of First Refusal. The Company shall have an option, for thirty (30) Business Days after receiving the Notice (the “Option Period”) to give written notice to the selling Key Holder of its election to purchase some or all of the Shares at

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the same price and subject to the same material terms and conditions as described in the Notice. The Company may exercise such purchase option and purchase all or any portion of the Shares by notifying the selling Key Holder in writing before expiration of such thirty (30) Business Day period as to the number of such shares that it wishes to purchase. If the Company gives the selling Key Holder notice that it desires to purchase such shares, then payment for the Shares shall be made by check or wire transfer against delivery of the Shares to be purchased at a time and place agreed upon between the parties, which time shall be no later than forty-five (45) Business Days after delivery to the Company of the Notice, unless the Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of the consideration to be paid for the Shares has not yet been established. If the Company fails to purchase any or all of the Shares by exercising the option granted in this Section 1.2(b) within the period provided, the remaining Shares shall be subject to the options granted to the Investors pursuant to Section 1.2(c).

(c) Investors’ Right of First Refusal.

(i) The Company agrees that in the event that the Company declines to exercise in full the Company’s Right of First Refusal set forth in Section 1.2(b) above, the Company will provide each Investor with notice of such determination at least ten (10) Business Days prior to the end of the Option Period (the “Investor Notice”) which shall set forth the number of shares of Key Holder Stock not purchased by the Company pursuant to Section 1.2(b) above and which shall include the terms of the Notice set forth in Section 1.2(a). Each Investor shall then have the right to submit to the Company and to such Key Holder, within five (5) Business Days of receipt of such Investor Notice, notice of its irrevocable commitment to purchase, within thirty (30) Business Days after its receipt of the Investor Notice (the “Exercise Period”), all or any portion of its pro rata share of the Shares not purchased by the Company, calculated pursuant to Section 1.2(c)(ii) below and, if such Investor so chooses, an indication of how many additional shares such Investor is committing to purchase of the Shares available for purchase (the “Maximum Shares”). If any Investor does not exercise in full its Right of First Refusal, the Shares that would otherwise be allocated to such non-fully exercising Investor shall be allocated among the fully exercising Investors wishing to purchase the remaining Shares (the “Over-Allotment”) on a pro-rata basis (calculated in the same manner as above; provided however, that the denominator for purposes of such calculation shall be the total number of Conversion Shares held by all Investors participating in such Over-Allotment) up to the Maximum Shares specified by each such applicable Investor, provided that the Right of First Refusal must be exercised, if at all, prior to the expiration of such Exercise Period.

(ii) Each Investor’s pro rata share for purposes of the Investors’ Right of First Refusal shall be equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Investor Notice by (ii) a fraction, the numerator of which is the total number of Conversion Shares held by the applicable Investor at the time of the Notice, and the denominator of which is the total number of Conversion Shares held by all Investors at the time of the Notice.

(iii) Each fully-participating Investor shall be entitled to apportion Shares to be purchased under this Section 1.2 among its partners, limited partners and Affiliates (including in the case of a venture capital fund other venture capital funds affiliated, or under common investment management, with such fund), provided that such fully-participating Investor notifies the selling Key Holder of such allocation.

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1.3 Co-Sale Right. To the extent that the Right of First Refusal is not exercised in full by the Company or the Investors within the Option Period, each Investor shall have the right (the “Co-Sale Right”), exercisable upon written notice to the Company and such Key Holder within five (5) Business Days after the expiration of the Option Period pursuant to Section 1.2(c)(i) above to participate in such Key Holder’s Transfer of Shares pursuant to the specified terms and conditions of such Purchase Offer. To the extent an Investor exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the number of Shares which such Key Holder may Transfer pursuant to such Purchase Offer shall be correspondingly reduced. The Co-Sale Right of each Investor shall be subject to the following terms and conditions:

(a) Calculation of Shares. Each Investor may Transfer all or any part of its Conversion Shares equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Purchase Offer and not purchased by the Company or the Investors pursuant to Section 1.2 above by (ii) a fraction, the numerator of which is the number of Conversion Shares owned by such Investor at the time of the Notice and the denominator of which is the sum of (A) the total number of Conversion Shares owned by all Investors at the time of the Notice plus (B) the total number of Shares owned by such Key Holder at the time of the Notice (excluding shares purchased by the Company and/or Investors pursuant to Section 1.2 above).

(b) Delivery of Certificates. Each Investor may effect its participation in the Transfer by delivering to such Key Holder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the Conversion Shares which such Investor elects to sell.

1.4 Transfer. The stock certificate or certificates which the Investor delivers to the Key Holder pursuant to Section 1.3 shall be delivered by such Key Holder to the prospective purchaser or transferee in consummation of the Transfer pursuant to the terms and conditions specified in the Notice, and such Key Holder shall promptly thereafter remit to such Investor that portion of the Transfer proceeds to which such Investor is entitled by reason of its participation in such Transfer. To the extent that any prospective purchaser or transferee prohibits such assignment or otherwise refuses to purchase Conversion Shares from an Investor exercising its Co-Sale Right hereunder, such Key Holder shall not Transfer to such prospective purchaser or transferee any Shares unless and until, simultaneously with such Transfer, such Key Holder shall purchase such Conversion Shares from such Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Notice (which terms and conditions shall be no less favorable than those governing the Transfer to the purchaser or transferee by the Key Holder).

1.5 No Adverse Effect. The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Shares made by a Key Holder shall not adversely affect their rights to participate in subsequent sales of Shares by a Key Holder.

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1.6 Permitted Transactions. The provisions of Sections 1.2(c), 1.3 and 1.4 of this Agreement shall not pertain or apply to:

(a) Any transfer to any spouse or member of the Key Holder’s immediate family, to a trust for their benefit and/or the benefit of the Key Holder, or to other transfers for estate planning purposes, or an Affiliate, so long as the transferees are subject to the provisions of this Agreement;

(b) Any repurchase of Key Holder Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Key Holder Stock and approved by a majority of the Board of Directors;

(c) Any public offering of such shares pursuant to a registration statement;

(d) Any transfer without consideration to a Key Holder’s ancestors, descendants or spouse or to a trust for their benefit or the benefit of the Key Holder;

(e) Any bona fide gift to any charitable organization described in Section 501(c)(3) of the Internal Revenue Code; or

(f) The sale to a third party by the Key Holder of up to five percent (5%) in the aggregate of the Company’s securities held by such Key Holder as of the date that such Key Holder first became a party to this Agreement;

provided, that in the event of any transfer made pursuant to one of the exemptions provided by clauses (a), (d), (e) or (f), that (i) the Key Holder shall inform the Investors of such transfer prior to effecting it and (ii) the pledgee, transferee or donee (each a “Permitted Transferee”) shall prior to the completion of the Transfer execute a written agreement to be bound by and comply with all provisions of this Agreement applicable to the Key Holder. Except with respect to the Key Holder Stock transferred under clause (c) above (which Key Holder Stock shall no longer be subject to the first refusal rights of the Company and the first refusal and co-sale rights of the Investors), such transferred Key Holder Stock shall remain Key Holder Stock hereunder, and such pledgee, transferee or donee shall be treated as a “Key Holder” for purposes of this Agreement.

1.7 Assignment of Rights. The rights of the Investors set forth in this Agreement may be assigned (but only with all related obligations) only to a transferee or assignee who acquires at least 132,000 Conversion Shares (as appropriately adjusted for any stock split, dividend, combination or other recapitalization or like transactions) provided that (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such rights are being assigned and (b) such transferee agrees in writing to be bound by the provisions of this Agreement. Notwithstanding the foregoing, any Investor may transfer its rights set forth in this Agreement to any partner, retired partner, member, former member or Affiliate of such Investor without regard to the minimum number of Conversion Shares transferred or assigned.

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1.8 Lapse and Reinstatement of Rights. The selling Key Holder shall have thirty (30) Business Days following the expiration of all required notice periods to sell or enter into an agreement (pursuant to which the sale of Shares covered by the Notice shall be closed, if at all, within fifteen (15) Business Days from the date of said agreement) to sell the Shares with respect to which the Rights of First Refusal and Co-Sale Rights were not exercised, at a price and upon terms no more favorable to the purchasers of such securities than specified in the Key Holder’s Notice. In the event the Key Holder has not sold the Shares or entered into an agreement to sell the Shares within said thirty- (30-) Business Day period (or sold and issued Shares in accordance with the foregoing within fifteen (15) Business Days from the date of said agreement), the Key Holder shall not thereafter issue or sell any Shares without first complying anew with the provisions of Section 1 hereof.

2. Prohibited Transfers of Shares.

2.1 Call Option. In the event of a prohibited Transfer in violation of Section 1.2 hereof (a “Prohibited Transaction”), the Investors shall have the option to purchase from the pledgee, purchaser or transferee of the Shares transferred in violation of Section 1.2, the number of Shares that the Investors would have been entitled to purchase had such Prohibited Transaction been effected in accordance with Section 1.2 hereof, on the following terms and conditions:

(a) the price per share at which the Shares are to be purchased by the Investor shall be equal to the price per Share paid to such Key Holder by the third party purchaser or purchasers of such Key Holder Stock that is subject to the Prohibited Transaction; and

(b) the Key Holder effecting such Prohibited Transaction shall reimburse the Investor for any expenses, including legal fees and expenses, incurred in effecting such purchase.

2.2 Put Option.

(a) In the event of a prohibited Transfer in violation of Section 1.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option.

(b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Key Holder the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser or transferee under Section 1.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:

(c) The price per share at which the shares are to be sold to the Key Holder shall be equal to the price per share paid by the purchaser or transferee to such Key Holder in such Prohibited Transfer. The Key Holder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Investor’s rights under Section 1.3.

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(d) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer.

(e) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 2.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 2.2(c), in cash or by other means acceptable to the Investor.

2.3 No Transfers to Bad Actors. Each Key Holder agrees not to make any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind of any securities of the Company, or any beneficial interest therein, to any person (other than the Company) unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except for Bad Actor Disqualifications covered by Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer or disposition, in writing in reasonable detail to the Company.

3. Transfer Restrictions.

3.1 Prohibited Transfers. Except as otherwise provided in this Agreement, each Key Holder will not Transfer all of, any part of or any interest in such Key Holder’s Key Holder Stock. Any attempt by a Key Holder to Transfer Key Holder Stock in violation of Section 1 of this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company.

3.2 Legended Certificates. Each certificate representing shares of the Key Holder Stock now or hereafter owned by the Key Holder or issued to any Permitted Transferee pursuant to Section 1.6 shall bear the following legend:

“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF COMMON AND PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

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4. Termination.

4.1 Termination Events. This Agreement shall terminate upon the earliest to occur of any one of the following events: (a) the consummation of a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction); or (b) the consummation of a Liquidation Event, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time).

4.2 Removal of Legend. At any time after the termination of this Agreement in accordance with Section 4.1, any holder of a stock certificate legended pursuant to Section 3.2 may surrender such certificate to the Company for removal of such legend, and the Company will duly reissue a new certificate without the legend.

5. Miscellaneous.

5.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.2 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights of obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California without regard to its choice of laws principles. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT.

5.3 Venue. Any suit or proceeding relating to, arising out of or arising under this Agreement shall be brought in the federal or state courts located in Santa Xxxxx County, California, United States, which courts shall have the sole and exclusive in personam, subject matter and other jurisdiction in connection with such suit or proceedings and venue shall be appropriate for all purposes in such courts.

5.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

5.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.6 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of (a) the Company, (b) the holders of at least a majority

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of the Company’s Series A Preferred Stock, par value $0.0001 per share, (c) the holders of a majority of the Series B Preferred Stock and (d) the holders of at least a majority of the shares of Common Stock then held by the Key Holders then providing services to the Company as an officer, employee or consultant; provided, however, no consent or approval of any Investor or Key Holder shall be required to add persons as parties to this Agreement as Investors or Key Holders and to revise Schedule A or Schedule B, as applicable, to include such parties; provided, that any such Investors have purchased Preferred Stock pursuant to the Purchase Agreement as may be amended from time to time, and any such Investors or Key Holders have signed a counterpart signature page hereto. Any amendment or waiver effected in accordance with this Section 5.6 shall be binding upon the Company, the Investors and any holder of Key Holder Stock, and each of their respective successors and assigns. Notwithstanding the foregoing, (i) any amendment, modification or waiver that adversely affects the rights of an Investor in a manner that is materially different than the effect on the rights of the other Investors shall also require the written consent of such adversely affected Investor and (ii) in the event that the rights of first refusal and/or co-sale of the Investors on the Key Holder Stock have been waived in a particular transaction and an Investor or Investors (each, a “Participating Investor”) is subsequently given the right to purchase the Key Holder Stock in connection with such transfer or to sell a portion of Conversion Shares in lieu of the Key Holder Stock in such transfer (the “Investor Equity Securities”), then each Investor that is not a Participating Investor (the “Non-Participating Investors”), shall be given rights of first refusal or co-sale rights, as applicable, in connection with such transfer to purchase or sell, as applicable, such Non-Participating Investor’s pro rata share of the Investor Equity Securities and the number of shares of Investor Equity Securities to be purchased or sold, as applicable, by the Participating Investor shall be reduced to the extent the Non-Participating Investors wish to exercise such rights of first refusal or co-sale, as applicable.

5.7 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail or confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day; (c) five Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to the Company shall be sent to:

Avalanche Biotechnologies, Inc.

0000 X’Xxxxx Xxxxx

Xxxxx Xxxx, XX 00000

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Xxxxxx & Xxxxxxx LLP

000 Xxxxx Xxxxx

Xxxxx Xxxx, Xxxxxxxxxx 00000

Attn: Xxxx X. Xxxxxxxxx, Esq.

All communications to Investors and the Key Holders shall be sent to each Investor’s or Key Holder’s address as set forth beneath its signature or its name on Schedule A or Schedule B hereto, or at such other address as the relevant recipient may designate pursuant to the provisions of this Section 5.7.

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5.8 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement. In such event, the parties shall negotiate, in good faith, a legal, valid and enforceable substitute provision which most nearly effects the intent of the parties in entering into this Agreement.

5.9 Entire Agreement. This Agreement and the Purchase Agreement (including all schedules and exhibits attached hereto and thereto, if any) constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof and hereby supersede all other agreements of the parties to the extent such agreements relate to the subject matter hereof.

5.10 Advice of Counsel. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

5.11 Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page.

5.12 Effect of Change in Company’s Capital Structure. If, from time to time, the Company pays a stock dividend or effects a stock split or other change in the character or amount of any of the outstanding stock of the Company, then in such event any and all new, substituted or additional securities to which a Key Holder is entitled by reason of such Key Holder’s ownership of Key Holder Stock shall be immediately subject to the rights and obligations set forth in this Agreement with the same force and effect as the stock subject to such rights immediately before such event.

5.13 Aggregation of Stock. All shares of Preferred Stock and Common Stock of the Company held or acquired by Affiliates shall be aggregated (on an as converted basis) for the purpose of determining the availability of any rights under this Agreement.

5.14 Conflict with Other Rights of First Refusal. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Key Holder with the Company that contains a preexisting right of first refusal, including without limitation any stock purchase agreement or stock restriction agreement or the Company’s bylaws, the Company and the Key Holder acknowledge and agree that the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with the right of first refusal set forth in this Agreement.

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5.15 Construction.

(a) References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(b) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified and shall be counted from the day immediately following the date from which such number of days are to be counted.

(Signature pages follow)

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The parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first written above.

COMPANY:
AVALANCHE BIOTECHNOLOGIES, INC.
By:		/s/ Xxx Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx, Xx.
Title:		President and Chief Executive Officer

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTORS:
VENROCK ASSOCIATES VI, L.P.
By:		Venrock Management VI, LLC
Its:		General Partner
VENROCK PARTNERS VI, L.P.
By:		Venrock Partners Management VI, LLC
Its:		General Partner
By:		/s/ Xxxxx Xxxxx
		Authorized Signatory
VENROCK HEALTHCARE CAPITAL PARTNERS, L.P.
By:		VHCP Management, LLC
Its:		General Partner
VHCP CO-INVESTMENT HOLDINGS, LLC
By:		VHCP Management, LLC
Its:		Manager
By:		/s/ Xxxxx Xxxxx
		Authorized Signatory

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTOR:
ZYGTECH, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY
By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Member

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTOR:
XXXXXXX AND XXXXXX XXXXXXXX LIVING TRUST DATED 10/2/99
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Co-Trustee

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTOR:
XXXXXXX X. XXXXXXX REVOCABLE TRUST-1996, DATED 10/28/96 AS AMENDED
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx Revocable Trust - 1996
Title:		Trustee

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTOR:
PENSCO TRUST COMPANY CUSTODIAN (XXXXXX XXXXXXXX), XXX 080000004747
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:
PENSCO TRUST COMPANY FBO
Xxxxxx Xxxxxxxx
Authorized Signer

By: /s/ Xxxxxx Xxxxxxx

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTOR:
REGENERON PHARMACEUTICALS, INC.
By:		/s/ Xxxxxx X. XxXxxx
Name:		Xxxxxx X. XxXxxx
Title:		SVP, General Counsel & Secretary

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

SIGNATURE PAGE

INVESTOR:
XXXXX XX INVESTMENT LLC
By:		Xxxxx Structured Holdings Inc., it’s managing member
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Chief Financial Officer
				Xxxxx Group, Inc.

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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INVESTORS:
REDMILE CAPITAL FUND, LP
/s/ Xxxxxx Xxxxx
By.		Xxxxxx Xxxxx
Title:		Managing Member of the General Partner and the Investment Manager
REDMILE CAPITAL OFFSHORE FUND, LTD.
/s/ Xxxxxx Xxxxx
By.		Xxxxxx Xxxxx
Title:		Managing Member of the Investment Manager
REDMILE CAPITAL OFFSHORE FUND II, LTD.
/s/ Xxxxxx Xxxxx
By.		Xxxxxx Xxxxx
Title:		Managing Member of the Investment Manager
REDMILE SPECIAL OPPORTUNITIES FUND, LTD.
/s/ Xxxxxx Xxxxx
By.		Xxxxxx Xxxxx
Title:		Managing Member of the Investment Manager

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INVESTOR:
SABBY HEALTHCARE VOLATILITY MASTER FUND, LTD.
By:		Sabby Management, LLC, its Investment Manager
				By:		/s/ Xxxxxx Xxxxxxxxxx
						Xxxxxx Xxxxxxxxxx, COO and General Counsel

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INVESTOR:
ADAGE CAPITAL PARTNERS, LP
BY:		Adage Capital Partners, GP, LLC, it’s General Partner
BY:		Adage Capital Advisors, LLC it’s Managing Member
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Managing Director

Adage Capital Partners, GP, LLC (“ACPGP”), serves as the general partner of Adage Capital Partners, LP, a Delaware limited partnership (the “Fund”) and as such has discretion over the portfolio of securities beneficially owned by the Fund. Adage Capital Advisors, LLC, a Delaware limited liability company (“ACA”), is managing member of ACPGP and directs ACPGP’s operations. Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxx are the managing members of ACPGP and ACA and general partners of the Fund. Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxx disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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INVESTORS:
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
TD MUTUAL FUNDS – TD HEALTH SCIENCES FUND
VALIC COMPANY I – HEALTH SCIENCES FUND
X. XXXX PRICE HEALTH SCIENCES PORTFOLIO
XXXX XXXXXXX VARIABLE INSURANCE TRUST – HEALTH SCIENCES TRUST
XXXX XXXXXXX FUNDS II – HEALTH SCIENCES FUND
By:		X. Xxxx Price Associates, Inc., Investment Adviser
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President

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INVESTORS:
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By:		Deerfield Mgmt, L.P.
		General Partner
		By:		X.X. Xxxxx Capital, LLC
				General Partner
				By:		/s/ Xxxxx X. Xxxxx
						Name:		Xxxxx X. Xxxxx
						Title:		Authorized Signatory
DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.
By:		Deerfield Mgmt, L.P.
		General Partner
		By:		X.X. Xxxxx Capital, LLC
				General Partner
				By:		/s/ Xxxxx X. Xxxxx
						Name:		Xxxxx X. Xxxxx
						Title:		Authorized Signatory
DEERFIELD PRIVATE DESIGN FUND III, L.P.
By:		Deerfield Mgmt III, L.P.
		General Partner
		By:		X.X. Xxxxx Capital III, LLC
				General Partner
				By:		/s/ Xxxxx X. Xxxxx
						Name:		Xxxxx X. Xxxxx
						Title:		Authorized Signatory

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INVESTORS:
FIDELITY SECURITIES FUND: FIDELITY OTC PORTFOLIO
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Deputy Treasurer
FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Deputy Treasurer
FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Deputy Treasurer

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INVESTOR:
ROCK SPRINGS CAPITAL MASTER FUND LP
By:		Rock Springs GP LLC
Its:		General Partner
By:		/s/ Xxxxxxx Xxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxx
		Authorized Signatory
Title:		COO

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INVESTOR:
XXXXXXX FAMILY TRUST
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Trustee

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INVESTOR:

/s/ Xxxxxxxxx Xxxxx

XXXXXXXXX XXXXX

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INVESTOR:
XXXXXXX X XXXXXXXXX & XXXXXXXX X XXXXXXXXX TTEES OF THE XXXXXXX AND XXXXXXXX XXXXXXXXX LIVING TRUST DTD 12/13/00
By:		/s/ Xxxxxxx X. Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Title:		Trustee
By:		/s/ Xxxxxxxx X. Xxxxxxxxx
Name:		Xxxxxxxx X. Xxxxxxxxx
Title:		Trustee

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INVESTOR:

/s/ Stonington Xxx

STONINGTON XXX

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INVESTOR:
XXXXXXXXX X XXX TRUST DATED JUNE 28, 2000 AS AMENDED
By:		/s/ Xxxxxxxxx X. Xxx
Name:		Xxxxxxxxx X. Xxx, Trust dated June 28, 2000 as amended
Title:		Trustee

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INVESTOR:
P. XXXXXXX XXXXX REVOCABLE TRUST, MAY 6, 2002
By:		/s/ P.A. Price
Name:		P. Xxxxxxx Xxxxx
Title:		Trustee

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INVESTOR:
XXXXXXX AND XXX XXXXX FAMILY TRUST
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Trustee
By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Trustee

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INVESTOR:

/s/ Xxxxxxxx Xxxx

XXXXXXXX XXXX

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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INVESTOR:

/s/ Xxxxxxx X. Xxxxx

XXXXXXX XXXXX

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INVESTOR:

/s/ Xxxxxx X. Xxxxxxx

XXXXXX XXXXXXX

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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INVESTOR:

/s/ Xxxx XxXxxxxxxx

XXXX XXXXXXXXXX

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INVESTOR:
RIVERBEND RANCH PENSION TRUST
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Trustee

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INVESTOR:
XXXX X. & XXXXX X. XXXXXXXXX FAMILY TRUST
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Trustee

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INVESTOR:
VP COMPANY INVESTMENTS 2008, LLC
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Member of Management Committee

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INVESTOR:
XXXXXXX X XXXXXXXX & XXXXXX X XXXXXXXXX TTEE XXXXXXXX XXXXXXXXX FAM REV TST
By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Trustee

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INVESTOR:

/s/ Xxxxxx Xxxxxx

XXXXXX XXXXXX

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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KEY HOLDER:

/s/ Xxx Xxxxxxxx

XXXXXX X. XXXXXXXX, XX.

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KEY HOLDER:

/s/ Xxxx X. Xxxxxxxxxxx

XXXX X. XXXXXXXXXXX

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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KEY HOLDER:

/s/ Xxxxxx X. Xxxxxxxx

XXXXXX X. XXXXXXXX

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

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KEY HOLDER:

/s/ Xxxxxxxx X. Xxxxx

XXXXXXXX X. XXXXX

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Schedule A

KEY HOLDERS

Name		Number of Shares of Common Stock
Xxxxxx X. Xxxxxxxx, Xx. 0000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, XX 00000			1,200,000	*
Xxxx X. Xxxxxxxxxxx 00 Xxxxxxxx Xxxx Xxxxxxx Xxxxxx, XX 00000			700,000
Xxxxxx X. Xxxxxxxx 00000 X. Xxxxxx Xxxx. Xxx Xxxxxxx, XX 00000			500,000
Xxxxxxxx Xxxxx 000 Xxxxxxx Xxxxxx Xxxx, XX 00000			700,000
Total			3,100,000

* Xx. Xxxxxxxx’x share count includes those shares that are expected to be repurchased immediately following the closing of the Series B round of financing.

Schedule B

SCHEDULE OF INVESTORS

NAME AND ADDRESS		NUMBER OF SHARES OF SERIES A PREFERRED STOCK				NUMBER OF SHARES OF SERIES B PREFERRED STOCK
ZYGTECH, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY 000 Xxxxxx Xxxxxxxx, Xxxxx 000 Xxxxx Xxxxx, XX 00000 Attn: Xxxxxxx Xxxx			2,799,269	*			295,115
XXXXXXX AND XXXXXX XXXXXXXX LIVING TRUST DATED 10/2/99 000 X. Xxxxxxxxx Xxxxxx Xxx Xxxxxxx, XX 00000			36,398				5,312
XXXXXXX X. XXXXXXX REVOCABLE TRUST-1996, DATED 10/28/96 AS AMENDED 00000 Xxxxxxxx Xxxx. #0000 Xxx Xxxxxxx, XX 00000			36,398				5,312
PENSCO TRUST COMPANY CUSTODIAN (XXXXXX XXXXXXXX), XXX 080000004747 000 Xxxxxxx Xx. Xxxxxx Xxxx, XX 00000-0000							13,280

REGENERON PHARMACEUTICALS, INC. 000 Xxx Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: President Copy: General Counsel			689,655				531,208
VENROCK HEALTHCARE CAPITAL PARTNERS, L.P. 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx							830,805
VENROCK ASSOCIATES VI, L.P. 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx							911,193
VENROCK PARTNERS VI, L.P. 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx							71,543
VHCP CO-INVESTMENT HOLDINGS, LLC 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx							151,930
XXXXX XX INVESTMENT LLC 000 Xxxxxxxxx Xxx Xxx Xxxx, XX 00000							265,604

REDMILE CAPITAL FUND, LP c/o Redmile Group, LLC Xxx Xxxxxxxxx Xxxxx, Xxxx. X, Xxxxx X0-000 Xxx Xxxxxxxxx, XX 00000					121,910
REDMILE CAPITAL OFFSHORE FUND, LTD. c/o Redmile Group, LLC Xxx Xxxxxxxxx Xxxxx, Xxxx. X, Xxxxx X0-000 Xxx Xxxxxxxxx, XX 00000					63,510
REDMILE CAPITAL OFFSHORE FUND II, LTD. c/o Redmile Group, LLC Xxx Xxxxxxxxx Xxxxx, Xxxx. X, Xxxxx X0-000 Xxx Xxxxxxxxx, XX 00000					240,720
REDMILE SPECIAL OPPORTUNITIES FUND, LTD. c/o Redmile Group, LLC Xxx Xxxxxxxxx Xxxxx, Xxxx. X, Xxxxx X0-000 Xxx Xxxxxxxxx, XX 00000					38,665
SABBY HEALTHCARE VOLATILITY MASTER FUND, LTD. c/o Sabby Management, LLC 00 Xxxxxxxxxxxx Xxxx, xxxxx 000 Xxxxx Xxxxxx Xxxxx, XX 00000					132,802
ADAGE CAPITAL PARTNERS, LP 000 Xxxxxxxxx Xx. 00xx xxxxx Xxxxxx, XX 00000					531,208

LOBSTERCREW & CO. FBO X. XXXX PRICE HEALTH SCIENCES FUND, INC. X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, Vice President and Senior Legal Counsel					508,922
MAC & CO. FBO TD MUTUTAL FUNDS - TD HEALTH SCIENCES FUND X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, Vice President and Senior Legal Counsel					27,038
SQUIDRIG & CO. FBO VALIC COMPANY I - HEALTH SCIENCES FUND X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, Vice President and Senior Legal Counsel					32,097
HORIZON BEACH & CO. FBO X. XXXX PRICE HEALTH SCIENCES PORTFOLIO X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, Vice President and Senior Legal Counsel					22,245
LAMPPOST & CO. FBO XXXX XXXXXXX VARIABLE INSURANCE TRUST - HEALTH SCIENCES TRUST X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, Vice President and Senior Legal Counsel					15,532

ANNUITANT & CO. FBO XXXX XXXXXXX FUNDS II - HEALTH SCIENCES FUND X. Xxxx Price Associates, Inc. 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx, Vice President and Senior Legal Counsel					31,616
DEERFIELD SPECIAL SITUATIONS FUND, L.P. 000 0xx xxx 00xx Xxxxx Xxx Xxxx, XX 00000					184,594
DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P. 000 0xx xxx 00xx Xxxxx Xxx Xxxx, XX 00000					147,410
DEERFIELD PRIVATE DESIGN FUND III, L.P. 000 0xx xxx 00xx Xxxxx Xxx Xxxx, XX 00000					531,208
BOOTH & CO FBO FIDELITY SECURITIES FUND: FIDELITY OTC PORTFOLIO The Northern Trust Company Attn: Trade Securities Processing, C-1N 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Fidelity Securities Fund: Fidelity OTC Portfolio Reference Account # 26-68304					700,821

MAG & CO FBO FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO Xxxxx Brothers Xxxxxxxx & Co. 000 Xxxxxxxxxx Xxxx Xxxxxx Xxxx XX 00000 Attn: Xxxxxxx Xxxxxx 15th Floor Corporate Actions					537,368
BANGLE & CO FBO FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND State Street Bank & Trust XX Xxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Bangle & Co fbo Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund					89,832
ROCK SPRINGS CAPITAL MASTER FUND LP 000 Xxxxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxxxx, XX 00000					132,802
XXXXXXX FAMILY TRUST x/x Xxxx Xxxxxx Advisors, Inc. 0000 Xxxx Xxxxxx, Xxxxx #000 Xxxxx Xxxxxx, XX 00000					63,081
XXXXXXXXX XXXXX 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxx Xxxxxx, XX 00000					9,960

XXXXXXX X XXXXXXXXX & XXXXXXXX X XXXXXXXXX TTEES OF THE XXXXXXX AND XXXXXXXX XXXXXXXXX LIVING TRUST DTD 12/13/00. 0000 Xxxxx Xxxxxx Xxxx Xxxx, XX 00000					3,320
STONINGTON XXX 0000 Xxxxx Xx. Xxx.0 Xxx Xxxxxxxxx, XX 00000					3,320
XXXXXXXXX X XXX TRUST DATED JUNE 28, 2000 AS AMENDED 0000 Xxxxxxx Xxx., Xxx 0 Xxx Xxxxxxxxx, XX 00000					3,320
P. XXXXXXX XXXXX REVOCABLE TRUST, MAY 6, 2002 0000 Xxxxxxx Xxx., Xxx 0 Xxx Xxxxxxxxx, XX 00000					3,320
XXXXXXX AND XXX XXXXX FAMILY TRUST 0000 Xxxx Xxxx Xxx Xxxxx Xxxx, XX 00000					3,320
XXXXXXXX XXXX 00 Xxxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000					3,320
XXXXXXX XXXXX 0000 Xxxxxxxxx Xx Xxxxxxx, XX 00000					3,320
XXXXXX XXXXXXX 0000 Xxxxx Xx Xxxxx Xxx Xxxxxxxxx, XX 00000					3,320

XXXX XXXXXXXXXX 000 Xxxx Xxx Xxxxxxx Xxxxxxx, XX 00000							26,560
RIVERBEND RANCH PENSION TRUST 000 Xxxxx Xxxx Xx. Xxxxxx Xxxx, XX 00000							9,960
XXXX X. & XXXXX X. XXXXXXXXX FAMILY TRUST 00 Xx Xxxx Xxxxx Xxxxxxxx, XX 00000							3,320
VP COMPANY INVESTMENTS 2008, LLC c/o Latham & Xxxxxxx LLP 000 X. 0xx Xxxxxx Xxxxx 000 Xxx Xxxxxxx, XX 00000							3,320
XXXXXXX X XXXXXXXX & XXXXXX X XXXXXXXXX TTEE XXXXXXXX XXXXXXXXX FAM REV TST 00 Xxxxx Xxxx Xxxxxxxxxxxx, XX 00000							3,320
XXXXXX XXXXXX x/x Xxxx Xxxxxx Advisors, Inc. 0000 Xxxx Xxxxxx, Xxxxx #000 Xxxxx Xxxxxx, XX 00000							3,320
TOTAL:			3,569,606				7,321,003

* Zygtech, LLC’s share count includes those shares that are expected to be repurchased immediately following the closing of the Series B round of financing.