ALIMERA SCIENCES, INC. SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT
Exhibit 4.4
ALIMERA SCIENCES, INC.
SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT
THIS SECOND AMENDED AND RESTATED STOCK SALE AGREEMENT (the “Agreement”) is made this
17th day of March, 2008, by and among Alimera Sciences, Inc., a Delaware corporation
(the “Company”), the holders of the Company’s Common Stock, par value $0.01 per share (the
“Common Stock”), listed on the Schedule of Common Holders attached as Exhibit A hereto (the
“Common Holders”), the holders of the Company’s Series A Preferred Stock, par value $0.01
per share (the “Series A Stock”), listed on Exhibit B attached hereto (the “Series A
Investors”), the holders of the company’s Series B Preferred Stock, par value $0.01 share (the
“Series B Stock”), listed on Exhibit C hereto (the “Series B Investors”) and the
holders of the Company’s Series C Preferred Stock, par value $0.01 per share (the “Series C
Stock”, and together with the Series A Stock and Series B Stock, the “Preferred
Stock”), listed on Exhibit D attached hereto (the “Series C Investors” and, together
with the Series A Investors and the Series B Investors, the “Investors”). The Common
Holders, the Series A Investors, the Series B Investors, and the Series C Investors, collectively
shall be referred to herein as the “Stockholders.”
RECITALS
WHEREAS, each Common Holder is the holder of outstanding shares of Common Stock;
WHEREAS, the Company proposes to obtain equity financing from the Series C Investors pursuant
to that certain Series C Preferred Stock Purchase Agreement, dated as of the date hereof (the
“Series C Purchase Agreement”), by and among the Company and the Series C Investors, which
financing the Company, the Common Holders, the Series A Investors and the Series B Investors
believe to be in the best interests of the Company and its stockholders;
WHEREAS, the Investors are parties to an Amended and Restated Stock Sale Agreement dated
November 22, 2005 by and among the Company, the Series A Investors, the Series B Investors and the
Common Holders (the “Prior Agreement”);
WHEREAS, the parties to such Prior Agreement desire to amend and restate the Prior Agreement
and to accept the rights and covenants hereof in lieu of their rights and covenants under the Prior
Agreement; and
WHEREAS, the Series C Investors have requested, as a condition to entering into the Series C
Purchase Agreement, that the Common Holders, the Series A Investors and the Series B Investors
enter into this Agreement, and the Common Holders, the Series A Investors and the Series B
Investors, as an inducement to the Series C Investors to enter into the Series C Purchase
Agreement, are willing to enter into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, and the mutual covenants and terms hereof,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.
1. Prohibited Transfers. Except for a Permitted Transfer (as defined herein), the
Common Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by
gift or otherwise, or in any way encumber, whether voluntarily or by operation of law (a
“Transfer”), all or any part of the Shares (as hereinafter defined) owned by them during
the term of this Agreement other than in compliance with the terms of this Agreement. For purposes
of this Agreement, the term “Shares” shall mean and include all shares of capital stock of
the Company owned or held at any time by a Common Holder or by any transferee thereof. Shares
owned or held by a Common Holder shall include shares of capital stock which the Common Holder has
the right to acquire upon the conversion or exercise of all securities convertible into or
exercisable for Common Stock of the Company, and any reference to a Transfer of Shares shall
include a Transfer of such convertible securities.
2. Rights of First Refusal and Co-Sale.
2.1 Right of First Refusal.
(a) If at any time any Common Holder (the “Seller”) desires (or is required) to
Transfer any Shares to a third party other than the Company (the “Buyer”), such Seller
shall provide notice of such proposed sale to the Company and the Investors in accordance with
Section 2.3 hereof, and the Company shall have a period of 15 days after its receipt of such notice
(such date of receipt, the “Notice Date”) to elect to purchase all of the Shares proposed
to be sold or transferred by the Seller (the “Offered Shares”) at the same price per share
and on the same terms and conditions as involved in such sale or disposition. The Company shall
promptly deliver a copy of each such notice to the members of its Board of Directors.
(b) If the Company does not elect to purchase all of the Offered Shares pursuant to Section
2.1(a), then for a period of 30 days from the Notice Date, each Investor (or any transferee of the
Investor) shall have the right to require, as a condition to such sale or transfer, that the Seller
sell to such Investor (or such transferee) at the same price per share and on the same terms and
conditions as involved in such sale or disposition that percentage (subject to overallotment
rights) of the Offered Shares expressed by a fraction, the numerator of which is the number of
shares of Common Stock (less any shares of Ineligible Stock (as defined below)) and Preferred Stock
(on an as-converted to Common Stock basis) then held by the Investor (or such transferee), and the
denominator of which is the aggregate number of all shares of Common Stock (less all shares of
Ineligible Stock) and Preferred Stock then held by all the Investors and transferees of the
Investors, if any, on an as-converted to Common Stock basis. Notwithstanding the foregoing, any
such Investor may, at the time it accepts the offer, subscribe to purchase any or all securities
offered (“Oversubscription Securities”) which may be available as a result of the
rejection, or partial rejection, of the offer by other Investors. All Oversubscription Securities
shall be offered, on a pro rata basis, to those Investors electing to purchase Oversubscription
Securities. The sale of Oversubscription Securities shall continue pursuant to the process set
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forth in the immediately preceding sentence until all of the Offered Shares have been
purchased by the Investors or until no Investor desires to purchase any remaining Offered Shares.
(c) Notwithstanding the foregoing, in the event that the Company and the Investors do not
purchase all of the Offered Shares, then the Seller may sell all of the Offered Shares to the
Buyer, except as provided in Section 2.2.
2.2 Right of Co-Sale. If the Seller desires (or is required) to Transfer any Shares
to a Buyer, each Investor (or any transferee of the Investor) shall have the right, in lieu of
exercise of its right of first refusal as provided in Section 2.1(b) above, to require, as a
condition to such Transfer, that the Buyer purchase from the Investor (or such transferee), that
percentage of the Offered Shares not otherwise purchased by the Company or the Investors pursuant
to Section 2.1 above that is expressed by a fraction, the numerator of which is the number of
shares of Preferred Stock (on an as-converted into Common Stock basis) and Common Stock (less any
shares of Ineligible Stock) then held by the Investor (or such transferee), and the denominator of
which is the number of shares of Preferred Stock (on an as-converted into Common Stock basis) and
Common Stock (less all shares of Ineligible Stock) held by all the Investors and the Seller.
2.3 Notice. In the event the Seller proposes to undertake a Transfer of Shares, it
shall give the Company, Investors and transferees of the Investors, if any, written notice of its
intention, describing the price and general terms upon which the Seller proposes to transfer
Shares. The Company shall have 15 days, and the Investors and transferees of the Investors, if
any, shall have 30 days from the Notice Date to either (a) exercise the right of first refusal
under Section 2.1 for the price and upon the general terms specified in the notice by giving
written notice to the Seller and stating therein the quantity of Shares to be purchased, or (b) if
applicable, exercise the right of co-sale under Section 2.2 hereof by giving written notice to the
Seller and stating therein the quantity of Shares to be included in the Transfer. The closing of
the Transfer of Shares covered by any such exercise of rights by the Company or Investors pursuant
to Section 2.1 or 2.2 shall occur on the date, if any, set forth in the Seller’s notice pursuant to
this Section 2.3 or on such other date as the parties may agree, provided that if no date
is so specified, the closing shall occur on the date 45 days after the date of the Seller’s notice
pursuant to this Section 2.3, or on such other date as the parties may agree. At the closing, the
selling parties shall deliver certificates representing the securities to be sold, duly endorsed
for Transfer and accompanied by all requisite transfer taxes, if any, and such securities to be
transferred shall be free and clear of any liens, claims or encumbrances (other than restrictions
imposed pursuant to this Agreement and applicable federal and state securities laws), and the
purchasing parties shall deliver payment of the purchase price therefor on the terms described in
the Seller’s written notice pursuant to this Section 2.3.
2.4 Transfer of Rights. The rights contained in this Section 2 may be assigned or
otherwise conveyed to transferees or assignees of the Investors’ shares of Preferred Stock and
Common Stock issued upon conversion of such Preferred Stock, which transferees or assignees will be
considered “Investors” for purposes hereof.
2.5 Transfers Constituting Liquidating Event. In the event of any Transfer or
proposed Transfer that, together with all other transfers of shares, or rights to acquire shares,
that are part of the same transaction or series of related transactions, constitutes or would
constitute a
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Liquidating Event for purposes of the Company’s Restated Certificate of Incorporation (the
“Certificate of Incorporation”), then such Transfer may not take place unless and until,
prior to the consummation of such Transfer the Investors shall have been paid in full the amounts
to which they are entitled upon such Liquidating Event under the Certificate of Incorporation.
3. Permitted Transfers. The rights and transfer restrictions set forth in Section 2
hereof shall not apply to: (a) any Transfer of Shares by gift or bequest or through inheritance
to, or for the benefit of, any spouse, ancestor, sibling or descendant of such individual Common
Holder or any other person approved by a majority of the Board of Directors (including, for this
purpose, a majority of the directors elected by the holders of Preferred Stock pursuant to Article
V, Subsection D.3 of the Company’s Certificate of Incorporation); (b) any Transfer of Shares by an
individual Common Holder to a trust for the benefit of any spouse, ancestor, sibling or descendant
of such Common Holder; (c) a Transfer of Shares by a Common Holder to the Company; and (d) any
Transfer of Shares by a Common Holder that is an entity to such entity’s stockholders, members,
partners or other equity holders (in each case set forth in (a) through (d) above, a “Permitted
Transfer”). Any such Permitted Transfer shall be subject to the terms and provisions of this
Agreement, and the transferee receiving Shares (other than where the Company is the transferee)
shall be bound by the terms and conditions of this Agreement to the same extent as the person
making such Transfer. Each transferee in a Permitted Transfer (other than where the Company is the
transferee) after the date of this Agreement shall execute and deliver to the Company a counterpart
of this Agreement as a condition to the effectiveness of such Permitted Transfer.
4. Termination. The rights set forth in this Agreement shall terminate upon the
effective date of the closing of an underwritten public offering pursuant to an effective
registration statement under the 1933 Act, covering the offer and sale of Common Stock of the
Company to the public where the Company receives proceeds of $50,000,000 or more (net of
underwriters discounts and commissions), and the price per share to the public is not less than
$5.93, subject to adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization.
5. Specific Performance. The rights of the parties under this Agreement are unique
and, accordingly, the parties shall, in addition to such other remedies as may be available to any
of them at law or in equity, have the right to enforce their rights hereunder by actions for
specific performance to the extent permitted by law.
6. Legend. Each certificate held by or issued to the Common Holders, whether now
outstanding or subsequently issued, shall be surrendered to the Company for endorsement or be
endorsed by the Company prior to its issuance with substantially the following legend.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCK SALE AGREEMENT
AMONG THE HOLDER OF THESE SECURITIES AND CERTAIN OTHER HOLDERS OF THE ISSUER’S
SECURITIES. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH
INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS
OF SUCH AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE
4
OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.
Nothing in this Agreement should be construed as a modification or amendment of any
restrictions on transfer under applicable federal or state securities laws.
7. Additional Common Holders. The Company shall cause each person or entity hereafter
becoming a holder of shares of the Company’s Common Stock to become a party to this Agreement as a
“Common Holder,” subject to all applicable terms and provisions hereof, by having such
holder execute a signature page hereto and amending Exhibit A pursuant to Section 9.3 below.
8. Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby
amended in its entirety and restated herein. Such amendment and restatement is effective upon the
execution of this Agreement by the Company, the holders of at least two-thirds (2/3) of the
outstanding Common Stock as of the date of this Agreement held by the Common Holders providing
services to the Company as an officer, employee or consultant, and the holders of at least a
majority of the outstanding Preferred Stock as of the date of this Agreement. Upon such execution,
all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived,
released and superseded in their entirety and shall have no further force or effect.
9. General Provisions.
9.1 Governing Law. This Agreement shall be governed by the laws of the State of
Delaware without regard to choice of law provisions.
9.2 Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings between them or any of them as to such subject matter. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their heirs, executors, legal
representative, successors and permitted transferees, except as may be expressly provided otherwise
herein.
9.3 Amendments and Waivers. Except as otherwise expressly provided herein, this
Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively and either for a
specified period of time or indefinitely) only upon the written consent of: (a) the Company, (b)
the holders of at least a majority of the then outstanding Common Stock held by the Common Holders
then providing services to the Company as an officer, employee or consultant, and (c) the holders
of at least a majority of the then outstanding Preferred Stock held by the Investors.
Notwithstanding anything to the contrary in this Section 9.3, the Company shall be entitled to in
accordance with Section 7, include additional holders of its Common Stock as parties to this
Agreement, and to treat such holders as “Common Holders” hereunder by having each such
holder execute a signature page hereto, amending Exhibit A attached hereto and providing such
amended Exhibit A to the other parties to this Agreement.
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9.4 Severability. In the case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision of this Agreement
and such invalid, illegal and unenforceable provision shall be reformed and construed so that it
will be valid, legal, and enforceable to the maximum extent permitted by law.
9.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and
administrators and other legal representatives.
9.6 Ownership. Each Common Holder represents and warrants that he, she or it is the
sole legal and beneficial owner of those Shares he or she currently holds subject to this Agreement
and that no other person has any interest (other than a community property interest) in such
shares.
9.7 Notice. Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given and received: (a) upon personal delivery to the party
to be notified; (b) upon delivery by confirmed facsimile or electronic transmission if received by
the recipient before 5:00 p.m. local time on a business day, and if not, then the next business
day; (c) if to a U.S. resident, five (5) days after deposit with the United States Post Office, by
registered or certified mail, postage prepaid; or (d) if to a U.S. resident, one (1) business day
after deposit with a nationally recognized overnight courier service (or if to a non-U.S. resident,
two (2) business days after deposit with an internationally recognized overnight courier service,
specifying international priority delivery), and addressed to the parties at the addresses of the
parties set forth at the end of this Agreement or such other address as a party may request by
notifying the other in writing.
9.8 Attorneys’ Fees. In the event that any suit or action is instituted under or in
relation to this Agreement, including without limitation to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party
all fees, costs and expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
9.9 Delays or Omissions. Any party’s failure to enforce any provision or provisions
of this Agreement shall not in any way be construed as a waiver of any such provision or
provisions, nor prevent that party thereafter from enforcing each and every other provision of this
Agreement. The rights granted to the parties herein are cumulative and not alternative.
9.10 Intent. The Stockholders agree to execute upon request any further documents or
instruments necessary or desirable to carry out the purposes or intent of this Agreement.
9.11 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.
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IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| COMPANY: | ||||
| ALIMERA SCIENCES, INC. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| INTERSOUTH PARTNERS V, L.P. | ||||
| By: | Intersouth Associates V, L.P., | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| INTERSOUTH AFFILIATES V, L.P. | ||||
| By: | Intersouth Associates V, LLC, | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| INTERSOUTH PARTNERS VI, L.P. | ||||
| By: | Intersouth Associates VI, LLC, | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| INTERSOUTH PARTNERS VII, L.P. | ||||
| By: | Intersouth Associates VII, L.P., | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| VENROCK PARTNERS, L.P. | ||||
| by its General Partner, Venrock Partners Management, LLC | ||||
| VENROCK ASSOCIATES IV, L.P. | ||||
| by its General Partner, Venrock Management IV, LLC | ||||
| VENROCK ENTREPRENEURS FUND IV, L.P. | ||||
| by its General Partner, VEF Management IV, LLC | ||||
| By: | ||||
| Name: | ||||
| Title: | Member | |||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| BAVP, L.P. | ||||
| By: | BA Venture Partners VI, LLC, | |||
| its general partner | ||||
| By: | ||||
| Name: | ||||
| Managing Director | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| POLARIS VENTURE PARTNERS IV, L.P. | ||||
| By: | Polaris Venture Management Co. IV, L.L.C., | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P. | ||||
| By: | Polaris Venture Management Co. IV, L.L.C., | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| DOMAIN PARTNERS VI, L.P. | ||||
| By: | One Xxxxxx Square Associates VI, L.L.C., | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| DP VI ASSOCIATES, L.P. | ||||
| By: | One Xxxxxx Square Associates VI, L.L.C., | |||
| its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTORS: | ||||
| G&H PARTNERS | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| INVESTOR/COMMON HOLDER: | ||||
| Dr. Xxxxxx Xxxxxxx | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
IN WITNESS WHEREOF, this Second Amended and Restated Stock Sale Agreement has been duly
executed and delivered by the parties as of the date first above written.
| COMMON STOCKHOLDERS: | ||||
| C. Xxxxxx Xxxxx | ||||
| Xxxxx Xxxxxxx | ||||
| Xxxxx Xxxxxxx | ||||
| Xxxxx Xxxxxxx | ||||
| Xxxxx Xxxxx | ||||
Signature Page to
Second Amended and Restated Stock Sale Agreement
Second Amended and Restated Stock Sale Agreement
EXHIBIT A
SCHEDULE OF COMMON HOLDERS
| Name and Address of Common Holder1 | No. of Shares of Common Stock | |||
Xxxxx Xxxxxxx |
100,000 | |||
Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxxxxxxxx, JTWROS |
2,500 | |||
Xxxxxx Xxxxxx |
25,000 | |||
Xxxxx Xxxxx |
25,000 | |||
BFG Investments, LLC |
18,448 | |||
Xxxxx Xxxxx |
1,250 | |||
Xxxxx Xxxxxxxxx |
208,083 | |||
Xxxxx & Xxxx Xxxxxxxx |
50,000 | |||
Xxxxx Xxxx |
250,000 | |||
Xxxxx Xxxxxx and Xxxxxxxx Xxxxxx Burden, JTWROS |
1,563 | |||
C&B Capital, LP
|
||||
C. Xxxxxx Xxxxx |
1,100,000 | |||
Xxxxxx Xxxxxxx |
300,000 | |||
Xxxxxxx Xxxxxxxx Xxxxx |
10,000 | |||
Xxxxxxx Xxxxx |
5,000 | |||
Xxxxx Xxxxxx |
8,334 | |||
Xxxxxxx Xxxxxxxxx |
2,500 | |||
Xxxxxx Xxxxx |
550,000 | |||
| 1 | Address as set forth in the Company’s stock records. |
E-1
| Name and Address of Common Holder1 | No. of Shares of Common Stock | |||
Xxxxx Xxxxx |
10,000 | |||
Xxxxx Xxxxxx |
400,000 | |||
Xxxxx X. and Xxxx X. Xxxxxx |
5,000 | |||
Xxxxx Xxxxxxx White |
5,000 | |||
Xxxxx Xxxxx |
20,000 | |||
DC&B Partnership |
9,224 | |||
Xxxxxx Xxxxxxx |
20,000 | |||
Xxxxxxx Xxxxxx and Xxxxx Xxxxxx, Community Property |
16,666 | |||
Domain Partners VI, LP |
||||
Xxx Xxxxxxxxx |
5,000 | |||
Xxxx Xxxxx |
20,000 | |||
Xxxxxxx Xxxx |
28,125 | |||
Xxxxxx Xxxxxxx |
8,333 | |||
Xxxxxxx Xxxxx Xxxxx |
5,000 | |||
Xxxxx Xxxxx |
5,000 | |||
Xxxxx Xxxxxxxxx and Xxxxx X. Xxxxxxxxx,
as Community Property |
2,500 | |||
J. Xxxxxxx Xxxxxxx |
100,000 | |||
Xxxxx X. Xxxxxx |
10,000 | |||
Xxxxx Xxxxxxx XX |
12,500 | |||
Xxxx Xxxxxx |
3,563 | |||
Xxxx Bradsha |
10,000 | |||
Xxxx Xxxxxx and Xxxxxxxx German, JTWROS |
12,500 | |||
E-2
| Name and Address of Common Holder1 | No. of Shares of Common Stock | |||
Xxxx Xxxxxx and Xxxxxx X. Xxxxxx, Community Property
with the Right of Survivorship |
3,594 | |||
Xxxxxxx Xxxxx |
10,000 | |||
Xxxxxxxx Xxxxxxxx |
5,000 | |||
Xxxxxxx Xxxxxxxx |
5,625 | |||
Xxx Xxxxxx |
8,333 | |||
Xxxx Xxxxxx (Trust) |
50,000 | |||
Xxxxxxxxx Xxxxx |
100 | |||
Xxxx Xxxxxx |
2,500 | |||
Xxxxx Xxxxxx Xxxxxx and Xxxxxxx Xxxxx Xxxxxx, JTWROS |
17,813 | |||
Xxxxx Xxxxx |
15,000 | |||
Xxxxx Xxxxxx Xxxxxxx |
25,000 | |||
Xxxxx Xxxxxxx Xx. |
12,500 | |||
Xxxxx Xxxxxxx and Xxxxx Xxxxxxx, JTWROS |
1,250 | |||
Xxxxx Xx Xxxxx |
5,000 | |||
Xxxxx Xxxxxxx |
10,000 | |||
Xxxxx X. and Xxxxx X. Xxxx |
21,085 | |||
Xxxx Xxxxxxxxx |
400,000 | |||
Xxxx Xxxxxxxxx and Xxxx Xxx Xxxxxxxxx,
JTWROS |
107,495 | |||
Xxxxx Xxxx |
5,000 | |||
Xxxxxxx Xxxxxxx |
100,000 | |||
Xxxx Xxxxx Xxxxxx |
5,000 | |||
E-3
| Name and Address of Common Holder1 | No. of Shares of Common Stock | |||
Xxxx Xxxxx |
9,224 | |||
Xxxxxxxx Family LP |
9,224 | |||
Xxxxx Rhino |
10,000 | |||
REDLOH Capital, LLC |
9,224 | |||
Xxxxxxx Xxxxx Xxxxxxxxx |
25,000 | |||
Xxxxxx & Xxxxx Xxxxx |
25,000 | |||
Xxxxxx Xxxxxx Xxxxxxx |
25,000 | |||
Xxxx Xxxxxx |
2,500 | |||
Xxxxx Xxxxxxx |
25,000 | |||
Xxxxxx Xxxxxx Xxxx (fka, Xxxx Xxxx) |
52,651 | |||
SOLFAM Trust |
363,256 | |||
Xxxxx Xxxxxxx |
175,000 | |||
Xxxxx Xxxxxxx |
25,000 | |||
Xxxxx Xxxxxxxx |
5,000 | |||
Xxxxxx Xxxxxxxxx |
25,000 | |||
Xxxxxx X. Xxxxxxx |
9,224 | |||
Xxxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxxxxx, as
Community Property |
2,500 | |||
Xxxx Xxxxxxxxx |
25,000 | |||
Xxxxx Xxxxx |
50,000 | |||
Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, JTWROS |
46,748 | |||
UBS Financial Services |
25,000 | |||
Xxxxxxxx Xxxxxx |
5,000 | |||
White Family Trust |
30,000 | |||
E-4
EXHIBIT B
SCHEDULE OF SERIES A INVESTORS
| Name and Address | Shares of Series A Stock | |||
Intersouth Partners V, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
2,539,618 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
Intersouth Affiliates V, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
116,096 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
E-5
| Name and Address | Shares of Series A Stock | |||
Intersouth Partners VI, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
2,655,715 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
BAVP, L.P. 000 Xxxxx Xxxx Xxxxx 000 Xxxxxx Xxxx, XX 00000 Attn: Xxxx Xxxxxx Facsimile: (000) 000-0000 |
5,311,429 | |||
Domain Partners VI, L.P. Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Facsimile: (000) 000-0000 |
5,255,110 | |||
DP VI Associates, L.P. Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Facsimile: (000) 000-0000 |
56,319 | |||
Polaris Venture Partners IV, L.P. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Fax: (000) 000-0000 |
5,219,317 | |||
E-6
| Name and Address | Shares of Series A Stock | |||
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Fax: (000) 000-0000 |
92,112 | |||
C&B Capital, L.P. 0000 Xxxxxxxxx Xxxxxxx, X.X. Building One, Suite 100 Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxxx X. Xxxxxx, III |
632,564 | |||
Xxxxxx X. Xxxxxxx, Xx. 0000 X. Xxxxxx Xxxxxxx, XX 00000 |
36,899 | |||
BFG Investments, LLC (Xxxxxx X. Xxxxxx) 000 Xxxxx xx Xxxx Xxx, XX Xxxxxxx, XX 00000 |
36,899 | |||
BFG Investments, LLC (Xxxxx X. Xxxxxxx) 000 Xxxxx xx Xxxx Xxx, XX Xxxxxxx, XX 00000 |
36,899 | |||
REDLOH Capital, LLC 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: X.X. Xxxxxxx, Xx. |
36,899 | |||
Xxxxx X. and Xxxxx X. Xxxx 000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
84,342 | |||
Xxxxxx Xxxxxx Xxxx 0000 Xxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 |
50,605 | |||
DC&M Partnership 00 Xxxxxxxx Xxx. X.X. Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx |
36,899 | |||
E-7
| Name and Address | Shares of Series A Stock | |||
SOLFAM Trust Xxxxxx Xxxxxxxx, Tstee 0 Xxx Xxxxxxx Xxxx Xxxxxxxx, XX 00000 |
253,025 | |||
Xxxxxxxx Family, LP L. Xxxxxxx Xxxxxxxx, Managing Partner 000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 |
36,899 | |||
Xxxx Xxxxx 000 Xxxx Xxxxx Xxxx Xxxxxxx, XX 00000 |
36,899 | |||
E-8
EXHIBIT C
SCHEDULE OF SERIES B INVESTORS
| Name and Address | Shares of Series B Stock | |||
Venrock Associates IV, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Facsimile: (000) 000-0000 |
6,209,758 | |||
Venrock Entrepreneurs’ Fund IV, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Facsimile: (000) 000-0000 |
152,574 | |||
Venrock Partners, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Facsimile: (000) 000-0000 |
1266,364 | |||
Intersouth Partners V, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
1,823,258 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
E-9
| Name and Address | Shares of Series B Stock | |||
Intersouth Affiliates V, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
83,914 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
Intersouth Partners VI, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
1,907,176 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
BAVP, L.P. 000 Xxxxx Xxxx Xxxxx 000 Xxxxxx Xxxx, XX 00000 Attn: Xxxx Xxxxxx Facsimile: (000) 000-0000 |
3,814,348 | |||
Domain Partners VI, L.P. Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Facsimile: (000) 000-0000 |
3,773,902 | |||
E-10
| Name and Address | Shares of Series B Stock | |||
DP VI Associates, L.P. Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Facsimile: (000) 000-0000 |
40,446 | |||
Polaris Venture Partners IV, L.P. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Fax: (000) 000-0000 |
3,744,138 | |||
Polaris Venture Partners Entrepreneurs’
Fund IV, L.P. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Fax: (000) 000-0000 |
70,210 | |||
C&B Capital, L.P.
0000 Xxxxxxxxx Xxxxxxx, X.X. Building One, Suite 100 Xxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxxx X. Xxxxxx, III |
515,740 | |||
Xxxxxx X. Xxxxxxx, Xx. 0000 X. Xxxxxx Xxxxxxx, XX 00000 |
38,694 | |||
BFG Investments, LLC (Xxxxxx X. Xxxxxx) 000 Xxxxx xx Xxxx Xxx, XX Xxxxxxx, XX 00000 |
38,694 | |||
BFG Investments, LLC (Xxxxx X. Xxxxxxx) 000 Xxxxx xx Xxxx Xxx, XX Xxxxxxx, XX 00000 |
38,694 | |||
REDLOH Capital, LLC 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: X.X. Xxxxxxx, Xx. |
38,694 | |||
E-11
| Name and Address | Shares of Series B Stock | |||
Xxxxx X. and Xxxxx X. Xxxx 000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
44,217 | |||
Xxxxxx Xxxxxx Xxxx 0000 Xxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 |
13,060 | |||
DC&M Partnership 00 Xxxxxxxx Xxx. X.X. Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx |
38,694 | |||
SOLFAM Trust Xxxxxx Xxxxxxxx, Tstee 0 Xxx Xxxxxxx Xxxx Xxxxxxxx, XX 00000 |
265,299 | |||
Xxxxxxxx Family, LP L. Xxxxxxx Xxxxxxxx, Managing Partner 000 Xxxxx Xxxx Xxxxxxxxxx, XX 00000 |
38,694 | |||
Xxxx Xxxxx 000 Xxxx Xxxxx Xxxx Xxxxxxx, XX 00000 |
38,694 | |||
Dr. Xxxxxx Xxxxxxx
|
223,425 | |||
Xxxxxx X. Xxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 |
22,108 | |||
Xxxxxx X. Xxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 |
22,108 | |||
Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx JTWROS 0000 Xxx Xxxxxx XX Xxxxxxx, XX 00000 |
10,000 | |||
Xxxxxx Xxx Xxxxx 000 Xxxxxxxx Xxxx Xxxxx XX Xxxxxxxx, XX 00000 |
10,000 | |||
E-12
| Name and Address | Shares of Series B Stock | |||
Xxxxx Xxxxxx 0000 Xxxxxxxx Xxx Xxxxxxx, XX 00000 |
10,000 | |||
Xxxxxx Xxxxxx 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxx, XX 00000 |
10,000 | |||
E-13
EXHIBIT C
SCHEDULE OF SERIES C INVESTORS
| Name and Address | Shares of Series C Stock | |||
Venrock Associates IV, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Facsimile: (000) 000-0000 |
2,585,253 | |||
Venrock Entrepreneurs’ Fund IV, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Facsimile: (000) 000-0000 |
63,519 | |||
Venrock Partners, L.P. 0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxx Facsimile: (000) 000-0000 |
527,214 | |||
Intersouth Partners VII, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
1,961,322 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
E-14
| Name and Address | Shares of Series C Stock | |||
Intersouth Partners VI, L.P. 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Facsimile: (000) 000-0000 |
1,961,325 | |||
with a copy to: |
||||
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP 0000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 |
||||
BAVP, L.P. 000 Xxxxx Xxxx Xxxxx 000 Xxxxxx Xxxx, XX 00000 Attn: Xxxx Xxxxxx Facsimile: (000) 000-0000 |
3,922,648 | |||
Domain Partners VI, L.P. Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Facsimile: (000) 000-0000 |
3,881,055 | |||
DP VI Associates, L.P. Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Facsimile: (000) 000-0000 |
41,594 | |||
Polaris Venture Partners IV, L.P. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Fax: (000) 000-0000 |
3,850,464 | |||
E-15
| Name and Address | Shares of Series C Stock | |||
Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx Fax: (000) 000-0000 |
72,185 | |||
Dr. Xxxxxx Xxxxxxx
|
217,913 | |||
Xxxxxx Xxx Xxxxx 000 Xxxxxxxx Xxxx Xxxxx XX Xxxxxxxx, XX 00000 |
3,328 | |||
REDLOH Capital, LLC XX Xxxxxxx, Xx. 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
30,294 | |||
Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx JTWROS 0000 Xxx Xxxxxx XX Xxxxxxx, XX 00000 |
3,328 | |||
BFG Investments LLC (Xxxxxx) Xxxxxx X. Xxxxxx 000 Xxxxx xx Xxxx Xxxxxx Xxxxxxx, XX 00000 |
30,294 | |||
BFG Investments LLC (Xxxxxxx) Xxxxxx X. Xxxxxx 000 Xxxxx xx Xxxx Xxxxxx Xxxxxxx, XX 00000 |
30,294 | |||
Xxxxxx X. Xxxxxxx, Xx. 0000 X Xxxxxx Xxxxxxx, XX 00000 |
29,579 | |||
C&B Capital II, L.P. Xxxxxx X. Xxxxx, III, its Manager C&B Capital II GP, LLC, its General Partner x/x Xxxxx & Xxxxxx XXX Xxxxxxxx Xxx, Xxxxx 000 0000 Xxxxxxxxx Xxxxxxx, XX Xxxxxxx, XX 00000 |
216,879 | |||
E-16
| Name and Address | Shares of Series C Stock | |||
C&B Capital II (PF), L.P. Xxxxxx X. Xxxxx, III, its Manager C&B Capital II GP, LLC, its General Partner x/x Xxxxx & Xxxxxx XXX Xxxxxxxx Xxx, Xxxxx 000 0000 Xxxxxxxxx Xxxxxxx, XX Xxxxxxx, XX 00000 |
178,006 | |||
Xxxxx Xxxxxx 0000 Xxxxxxxx Xxx Xxxxxxx, XX 00000 |
6,656 | |||
Xxxxxx Xxxxxx Xxxx 0000 Xxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 |
40,563 | |||
Xxxxxx Xxxxxx 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxx, XX 00000 |
3,328 | |||
Xxxxx X. and Xxxxx X. Xxxx 000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
32,908 | |||
Xxxxxx X. Xxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 |
7,358 | |||
Xxxxxx X. Xxxx 000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 |
7,358 | |||
Xxxx Xxxxx 000 Xxxx Xxxxx Xxxxxxxxx Xxxxxxx, XX 00000 |
29,579 | |||
G&H Partners 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, XX 00000 |
10,002 | |||
E-17
