1
EXHIBIT 10.3
XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING AGREEMENTS
This Addendum to Series D Preferred Stock Purchase Agreement and Omnibus
Amendment to Series D Financing Agreements (the "Addendum") is made as of the
8th day of August, 2000 by and among Xcyte Therapies, Inc., a Delaware
corporation (the "Company"), the investors listed on Exhibit A attached hereto
(each an "Additional Purchaser" and together the "Additional Purchasers"), the
holders of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock listed on Exhibit B hereto (each a "Series A Investor," "Series
B Investor" and "Series C Investor" and together the "Series A Investors,"
"Series B Investors" and "Series C Investors"), the existing holders of Series D
Preferred Stock listed on Exhibit C hereto (each an "Initial Series D Investor,"
together the "Initial Series D Investors" and together with the Series A
Investors, Series B Investors and Series C Investors, the "Investors") and
Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx June, Xxxxxxx Xxxxxxxxx and Xxxxx
Xxxxxxxx, each of whom is herein referred to as a "Founder." All capitalized
terms not defined herein shall have the meaning set forth in the Purchase
Agreement (defined herein).
RECITALS
WHEREAS, on May 25, 2000, the Company entered into a Series D Preferred
Stock Purchase Agreement attached hereto as Exhibit F (the "Purchase Agreement")
with the Initial Series D Investors. The Purchase Agreement provides in Section
1.4 thereof that additional investors may, under conditions set forth therein,
become parties to the Purchase Agreement at any time on or before August 8,
2000;
WHEREAS, the parties hereto desire, through this Addendum, to amend the
Purchase Agreement, the Amended and Restated Investor Rights Agreement dated as
of May 25, 2000 by and among the Company, the Founders and the Investors
attached hereto as Exhibit G (the "Investor Rights Agreement") and the Amended
and Restated Right of First Refusal and Co-Sale Agreement attached hereto as
Exhibit H (the "Co-Sale Agreement" and together with the Purchase Agreement and
the Investor Rights Agreement, the "Agreements");
WHEREAS, pursuant to the terms of Section 8.1 of the Investor Rights
Agreement, the Investors' Rights Agreement may be amended only with the written
consent of the Company and the holders of a two-thirds of the Registrable
Securities (as defined therein) then outstanding, (as defined therein);
WHEREAS, pursuant to the terms of Section 7.4 of the Co-Sale Agreement,
the Co-Sale Agreement may be amended only with the written consent of the
Company, each Stockholder (as defined therein) and the holders of a majority of
the Investor Stock (as defined therein) then outstanding, (as defined therein);
WHEREAS, pursuant to the terms of Section 6.8 of the Purchase Agreement,
the Purchase Agreement may be amended only with the written consent of the
Company and Initial
-1-
2
Series D Investors holding at least a majority of the Stock (or the Common Stock
issuable upon conversion thereof);
WHEREAS, the Company, the Additional Purchasers, the undersigned
Investors and the undersigned Founders, constituting the holders of sufficient
shares of capital stock of the Company to amend each of the Agreements, desire
to amend certain terms and conditions of the Agreements;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
AGREEMENT
In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree as follows:
1. AUTHORIZATION AND SALE OF PREFERRED STOCK AND WARRANTS.
1.1 AUTHORIZATION OF PREFERRED STOCK. The Company has authorized
the issuance pursuant to this Addendum of up to 9,390,400 shares of its Series D
Preferred Stock (the "Additional Shares") and the issuance of Warrants to
purchase 1,051,712 shares of Common Stock (the "Warrants") to the Initial Series
D Investors and the Additional Purchasers. The rights, preferences, privileges
and restrictions of the Series D Preferred Stock are as set forth in the
Company's Amended and Restated Certificate of Incorporation attached as Exhibit
J to the Purchase Agreement (the "Restated Certificate").
1.2 SALE OF PREFERRED STOCK AND WARRANTS. Subject to the terms
and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the
Company will issue and sell to each Additional Purchaser, and each Additional
Purchaser severally agrees to purchase from the Company, that number of
Additional Shares at a cash purchase price of $2.78 per share of Series D
Preferred Stock and Warrants at a cash purchase price of $0.001 per share of
Common Stock specified opposite such Additional Purchaser's name on Exhibit A
hereto. Each of the Additional Purchasers, by their signatures hereto, shall
hereby (i) become parties to the Purchase Agreement, as amended by this Addendum
(ii) be considered a "Purchaser" for all purposes under the Purchase Agreement,
(iii) have all the rights and obligations of a Purchaser thereunder, (iv) become
parties to the Investors' Rights Agreement, as amended, and Voting Agreement, as
amended, (v) be considered a "Series D Investor" for all purposes under the
Investor Rights Agreement, as amended, and (vi) have all the rights and
obligations of an Investor thereunder. In addition, at the Closing, the Company
will issue and sell to each Initial Series D Investor the Warrants specified
opposite such Initial Series D Investor's name on Exhibit A hereto at a cash
purchase price of $0.001 per share. The Additional Shares, the Warrants and the
Common Stock issuable upon exercise of the Warrants (the "Warrant Shares")
acquired by the Additional Purchasers and the Initial Series D Investors
hereunder shall be considered "Shares" for all purposes under the Purchase
Agreement, as amended.
-2-
3
2. CLOSING; DELIVERY.
2.1 CLOSING. The closing of the purchase and sale of the
Additional Shares and Warrants hereunder (the "Closing") shall be held at the
offices of Venture Law Group, Kirkland, Washington, at 10:00 a.m., on August 8,
2000, or at such other time and place as the Company and the Additional
Purchasers may agree.
2.2 DELIVERY. At the Closing, the Company will deliver to each
Additional Purchaser a certificate representing the number of Additional Shares
and Warrants set forth opposite such Additional Purchaser's name on Exhibit A,
against payment of the purchase price therefor by each Additional Purchaser by
check or wire transfer to the Company. In addition, the Company will deliver to
each Initial Series D Investor the Warrants specified opposite such Initial
Series D Investor's name on Exhibit A, against payment of the purchase price
therefor by each Initial Series D Investor by check or wire transfer to the
Company.
3. DISCLOSURE; CAPITALIZATION.
3.1 DISCLOSURE. Each Additional Purchaser hereby acknowledges
receipt of the Purchase Agreement and the exhibits thereto. The Company affirms
to each Additional Purchaser that:
(i) The representations and warranties of the Company
set forth in Section 2 of the Purchase Agreement were true and accurate when
made;
(ii) Those representations and warranties, which are
incorporated herein by this reference and made a part hereof, remain true and
accurate in all material respects as of the date hereof, except (A) for changes
resulting from the transactions contemplated in the Purchase Agreement and (B)
as set forth in the Schedule of Exceptions to Representations and Warranties
attached hereto as Exhibit D.
(iii) The conditions to closing set forth in Section 4
of the Purchase Agreement and in Section 5 hereof have been satisfied, provided
that the conditions set forth in Section 4.1 of the Purchase Agreement shall
include references to changes in the Company's representations and warranties
and the Company's status, respectively, as set forth herein and in the Exhibits
attached hereto, and resulting from the consummation of the transactions
contemplated by the Purchase Agreement.
3.2 CAPITALIZATION. Immediately prior to the Closing, the
authorized capital of the Company shall consist of:
(i) Immediately prior to the Closing, the authorized
capital of the Company shall consist of: (a) 40,000,000 shares of Common Stock,
and (b) 28,109,976 shares of Preferred Stock (the "Preferred Stock"), of which
7,300,080 have been designated Series A Preferred Stock, 4,097,580 have been
designated Series B Preferred Stock, 7,212,316 have been designated Series C
Preferred Stock and 9,500,000 have been designated Series D Preferred Stock.
Immediately prior to the Closing, 5,965,234 shares of Common Stock, 6,860,512
shares
-3-
4
of Series A Preferred Stock, warrants to purchase 439,568 shares of Series A
Preferred Stock, 3,903,080 shares of Series B Preferred Stock, and warrants to
purchase 194,500 shares of Series B Preferred Stock, 7,185,630 shares of Series
C Preferred Stock, warrants to purchase 26,686 shares of Series C Preferred
Stock and 4,642,197 shares of Series D Preferred Stock will be outstanding.
(ii) Except as set forth in this Agreement and the
exhibits thereto, there are no outstanding options, warrants, rights (including
conversion or preemptive rights) or agreements for the purchase or acquisition
from the Company of any shares of its capital stock except that the Company has
reserved (a) the Shares for issuance at Closing, (b) the Common Stock issuable
upon conversion of the Preferred Stock, (c) 2,500,000 shares of Common Stock
reserved for issuance pursuant to a stock option plan adopted by the Company of
which options to purchase 988,453 shares have been granted and remain
outstanding, with 1,423,122 shares remaining for grant (d) 898,150 shares of
Common Stock reserved for issuance to scientific founders upon the achievement
of certain milestones, and (e) 157,890 shares of Common Stock reserved for
issuance to Xxxx June or his assignees upon the Company's acquisition of certain
future technology.
(iii) Based in part upon the representations of each
Purchaser in this Addendum and subject to the provisions of Section 2.5 of the
Purchase Agreement, the Stock (and the Common Stock issuable upon conversion
thereof) has been issued or will be issued in compliance with all applicable
federal and state securities laws.
4. REPRESENTATIONS AND WARRANTIES OF ADDITIONAL PURCHASERS AND INITIAL
SERIES D INVESTORS. Each Additional Purchaser and Initial Series D Investor,
severally and not jointly, acknowledges that such Additional Purchaser has
reviewed the representations and warranties set forth in Section 3 of the
Purchase Agreement and agrees with the Company that such representations and
warranties, which are incorporated herein by this reference and made a part
hereof, are true and correct as of the date hereof as they relate to such
Additional Purchaser's purchase of the Additional Shares and Warrants, or
Initial Series D Investor's purchase of Warrants, as the case may be, hereunder.
5. CONDITIONS TO ADDITIONAL PURCHASERS' OBLIGATIONS AT CLOSING. The
obligation of each Additional Purchaser to purchase the Additional Shares at the
Closing is subject to the fulfillment to such Additional Purchaser's
satisfaction at or prior to the Closing of the following conditions:
5.1 REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF
OBLIGATIONS. The representations and warranties made by the Company in Section 3
hereof shall be true and correct when made, and shall be true and correct on the
date of the Closing with the same force and effect as if they had been made on
and as of said date, subject to changes contemplated by this Addendum; and the
Company shall have performed all obligations and conditions herein required to
be performed or observed by it at or prior to the Closing.
-4-
5
5.2 CONSENTS AND WAIVERS. The Company shall have obtained any
and all consents and waivers necessary or appropriate for consummation of the
transactions contemplated by this Addendum.
5.3 LEGAL OPINION. Upon request, each of the Additional
Purchasers will be entitled to receive from Venture Law Group, legal counsel for
the Company, a legal opinion addressed to the Additional Purchasers
substantially in the form attached hereto as Exhibit I.
6. CONDITIONS TO COMPANY'S OBLIGATIONS AT CLOSING. The obligations of
the Company under Sections 1.1 and 1.2 of this Addendum are subject to the
fulfillment at or before the Closing of each of the following conditions:
6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of each Additional Purchaser and Initial Series D Investor contained
in Section 4 hereof shall be true at the Closing.
6.2 CONSENTS AND WAIVERS. The Company shall have obtained any
and all consents and waivers necessary or appropriate for the Purchasers to
become parties to the Investor Rights Agreement for the consummation of the
transactions contemplated by this Addendum.
7. AMENDMENTS TO AGREEMENTS.
7.1 STOCK PURCHASE AGREEMENT. The Purchase Agreement is amended
to provide for the sale by the Company of Series D Preferred Stock and Warrants,
substantially in the form attached hereto as Exhibit E, to purchase that number
of shares of Common Stock indicated on Exhibit A; and all references to "Shares"
in the Purchase Agreement shall be amended to include the Warrant Shares, as
appropriate.
7.2 INVESTOR RIGHTS AGREEMENT.
(i) Section 1.1(g) of the Investor Rights Agreement is
hereby amended to read in its entirety as follows:
"(a) The term "Registrable Securities" means (1) the
Common Stock issued or issuable upon conversion of the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or
Series D Preferred Stock or any Common Stock issued upon conversion of
the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock or Series D Preferred Stock issuable upon the exercise
of outstanding warrants to purchase such shares of Preferred Stock, (2)
up to 1,051,712 shares of Common Stock of the Company issued or issuable
upon exercise of warrants issued to the holders of Series D Preferred
Stock, (3) up to 6,158 shares of Common Stock of the Company issued or
issuable upon conversion of the Series C Preferred Stock issued or
issuable upon exercise of that certain warrant issued to Phoenix Leasing
Incorporated, (4) up to
-5-
6
6,157 shares of Common Stock of the Company issued or issuable upon
conversion of the Series C Preferred Stock issued or issuable upon
exercise of that certain warrant issued to Xxxxxx Xxxxxxxxx and (5) any
Common Stock of the Company issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as)
a dividend or other distribution with respect to, or in exchange for or
in replacement of, such Preferred Stock or Common Stock, excluding in
all cases, however, (i) any Registrable Securities sold by a person in a
transaction in which such person's rights under this Section 1 are not
assigned, or (ii) any Registrable Securities sold to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction; and"
(ii) Section 1.11(a)(ii) of the Investor Rights
Agreement is hereby amended to read in its entirety as follows:
"(i) as soon as practicable, effect such registration
and all such qualifications and compliances as may be so requested and
as would permit or facilitate the sale and distribution of all or such
portion of such Holder's or Holders' Registrable Securities as are
specified in such request, together with all or such portion of the
Registrable Securities of any other Holder or Holders joining in such
request as are specified in a written request given within 15 days after
receipt of such written notice from the Company; provided, however, that
the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section 1.11: (1) if Form
S-3 is not available for such offering by the Holders; (2) if the
Holders, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell
Registrable Securities and such other securities (if any) at an
aggregate price to the public (net of any underwriters' discounts or
commissions) of less than $1,000,000; (3) if the Company shall furnish
to the Holders a certificate signed by the President of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its
stockholders for such Form S-3 Registration to be effected at such time,
in which event the Company shall have the right to defer the filing of
the Form S-3 registration statement for a period of not more than 120
days after receipt of the request of the Holder or Holders under this
Section 1.11; provided, however, that the Company shall not utilize this
right more than once in any twelve (12) month period; (4) if the Company
has already effected one registration on Form S-3 within the past six
(6) months for the Holders pursuant to this Section 1.11; (5) in any
particular jurisdiction in which the Company would be required to
qualify to do business or to execute a general consent to service of
process in effecting such registration,
-6-
7
qualification or compliance; (6) if the Company, within ten (10) days of
the receipt of the request of the initiating Holders, gives notice of
its bona fide intention to effect the filing of a registration statement
with the Commission within ninety (90) days of receipt of such request
(other than with respect to a registration statement relating to a Rule
145 transaction, or an offering solely to employees); or (7) during the
period starting with the date ninety (90) days prior to the Company's
estimated date of filing of, and ending on the date six (6) months
immediately following, the effective date of any registration statement
pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction or with respect to an employee
benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to
become effective."
(iii) Section 3 of the Investor Rights Agreement is
hereby amended to read in its entirety as follows:
"3. Voting Provisions. The undersigned hereby agree that
in all elections of directors of the Company the Investors will vote
their shares such that one nominee designated by Alta Venture Partners,
one nominee designated by the Sprout Group, one nominee designated by
ARCH Venture Fund III, L.P., one nominee designated by TGI Fund II and
one nominee designated by MPM Capital will be elected to the Company's
Board of Directors. This Section 3 shall automatically terminate upon
the earlier to occur of: (i) a Qualified Public Offering or (ii) when
the Company first becomes subject to the periodic reporting requirements
of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, as
amended."
(iv) Waiver of Preemptive Rights. To the extent that an
Investor under the Investor Rights Agreement or Additional Purchaser is not
purchasing its pro rata share of Series D Preferred Stock pursuant to the
Purchase Agreement or Addendum, all rights under the Preemptive Rights set forth
in Section 2 of the Investor Rights Agreement to purchase such securities and to
receive notice is hereby waived. This waiver is effective upon the execution of
this Addendum.
7.3 CO-SALE AGREEMENT.
(i) Section 1.1 of the Co-Sale Agreement is hereby
amended to read in its entirety as follows:
"1.1 "Common Stock Equivalents" means and includes all
shares of the Company's Common Stock issued and outstanding at the
relevant time plus (i) all shares of Common Stock issuable upon exercise
of any options, warrants and other rights of any kind that are then
-7-
8
exercisable, and (ii) all shares of Common Stock issuable upon
conversion or exchange of (A) any convertible securities, including,
without limitation, Preferred Stock and debt securities then
outstanding, which are by their terms then convertible into or
exchangeable for Common Stock, or (B) any such convertible securities
issuable upon exercise of options, warrants or other rights that are
then exercisable."
(ii) Section 1.4 of the Co-Sale Agreement is hereby
amended to read in its entirety as follows:
"1.4 "Investor Stock" means (i) as to the Investors, the
Common Stock Equivalents currently owned or hereafter acquired by the
Investors, or (ii) as to the Transferee, the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, shares exercisable into Common Stock issued in connection with
the Series D Preferred Stock or the Common Stock transferred to the
Transferee by Investor and still held by Transferee (expressed in Common
Stock Equivalents) plus all Common Stock Equivalents acquired by
Transferee pursuant to Section 2.3 of this Agreement."
(iii) Section 1.6 of the Co-Sale Agreement is hereby
amended to read in its entirety as follows:
"1.6 "Transferee" means (i) any transferee of at least
twenty percent (20%) of the Investors' originally-purchased Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or
Series D Preferred Stock, the Common Stock issued upon conversion
thereof or the Common Stock issued upon exercise of Warrants held by
Investors or (ii) any transferee who is an affiliate of the Investor
effecting the transfer, including, with respect to a party which is a
partnership or limited liability company, its partners, members or an
affiliated entity managed by the same manager or managing partner or
management company, or managed or owned by an entity controlling,
controlled by or under common control with, such manager or managing
partner or management company."
(iv) Section 7.4 of the Co-Sale Agreement is hereby
amended to read in its entirety as follows:
"7.4 Amendment. Any amendment, modification or waiver of
this Agreement shall be effective only with the written consent of the
Investors holding more than fifty percent (50%) of the then outstanding
Investor Stock, a majority of the Stockholders and the Company;
provided,
-8-
9
however, that any person may waive, reduce or release (in whole or in
part) any of its rights hereunder without the consent of any other
parties hereto. Any waiver by a party of its rights hereunder shall be
effective only if evidenced by a written instrument executed by a duly
authorized representative of such party. Any amendment or waiver
effected in accordance with this Section 7.4 shall be binding upon the
Company, the Investors and the Stockholders, and each of their
respective successors and assigns. Notwithstanding the foregoing, the
Company may, without obtaining any further consent of the Investors and
Stockholders, amend this Agreement to the extent necessary to grant
rights and obligations on a pari passu basis with the rights and
obligations of the Series D Preferred Stock Investors hereunder to
investors in any subsequent round of financing prior to the Subsequent
Closing Date (as such term is defined in the Series D Preferred Stock
Purchase Agreement), and such investors shall become parties to this
Agreement by executing a counterpart hereof."
8. MISCELLANEOUS.
8.1 INCORPORATION BY REFERENCE. The provisions set forth in
Section 6 of the Purchase Agreement (other than Section 6.6) are incorporated
herein by this reference and made a part hereof. Except as otherwise set forth
herein, the terms and conditions of the Purchase Agreement shall remain in full
force and effect notwithstanding the execution of this Agreement and are
incorporated in their entirety herein and made a part of this Addendum as if
fully set forth herein.
8.2 NOTICES. Any notice required or permitted by this Addendum
and/or the Agreements shall be in writing and shall be deemed sufficient upon
delivery, when delivered personally or sent by overnight courier telegram or
fax, or forty-eight (48) hours after being deposited in the U.S. mail, as
certified or registered mail, with postage prepaid, and addressed to the party
to be notified at such party's address or fax number (as set forth below or in
the Purchase Agreement or on Exhibit A hereto or thereto, or as subsequently
modified by written notice) and (a) if to the Company, with a copy to Xxxxx X.
Xxxxxxxx, Venture Law Group, 0000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000,
fax number (000) 000-0000 or (b) if to the Purchasers, with a copy to Xxxxx
Xxxxxx-Taylor, Goodwin, Xxxxxxx & Xxxx XXX, Xxxxxxxx Xxxxx, Xxxxxx, XX 00000,
fax number (000) 000-0000.
8.3 COUNTERPARTS. This Addendum may be executed in any number of
counterparts, each of which may be executed by less than all of the Additional
Purchasers, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
-9-
10
8.4 FEES AND EXPENSES. The Company shall pay the reasonable fees
and expenses of Xxxxxxx, Xxxxxxx & Xxxx LLP, the counsel for the Purchasers,
incurred with respect to this Agreement, the documents referred to herein and
the transactions contemplated hereby and thereby, provided such fees and
expenses do not exceed $20,000.
[Signature page follows]
-10-
11
The parties hereto have executed this Addendum as of the date first set
forth above.
XCYTE THERAPIES, INC.
By:
---------------------------------------------
Xxx X. Xxxxxxxx, Chief Executive Officer
Address: 0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
12
ADDITIONAL PURCHASERS:
MPM BIOVENTURES II, L.P.
By: MPM Asset Management II, L.P., its General
Partner
By: MPM Asset Management II LLC, its General
Partner
By:
---------------------------------------------
Name:
Title:
MPM BIOVENTURES II-QP, L.P.
By: MPM Asset Management II, L.P., its General
Partner
By: MPM Asset Management II LLC, its General
Partner
By:
---------------------------------------------
Name:
Title:
MPM BIOVENTURES GMBH & CO.
PARALLEL-BETEILIGUNGS KG
By: MPM Asset Management II, L.P., its General
Partner
By: MPM Asset Management II LLC, its General
Partner
By:
---------------------------------------------
Name:
Title:
MPM ASSET MANAGEMENT INVESTORS 2000 B LLC
By:
---------------------------------------------
Name:
Title:
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
13
ADDITIONAL PURCHASERS:
----------------------------------
XXXX X. XXXXXX
Address: Tredegar Investments
0000 Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
14
ADDITIONAL PURCHASERS:
----------------------------------
XXXX XXXXX
Address: c/o Little Stirrup Cay Research Limited
000 Xxxx Xxxx Xxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
15
ADDITIONAL PURCHASERS:
----------------------------------
ARCH VENTURE FUND III, L.P.
By:
---------------------------------------------
Name:
-------------------------------------------
(print)
Title:
------------------------------------------
Address: 0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
16
ADDITIONAL PURCHASERS:
----------------------------------
XXX XXXXXXX
Address: 0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
17
ADDITIONAL PURCHASERS:
----------------------------------
XXXX XXXXXXXX
Address: 0000 00xx Xxxxxx Xxxx
Xxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
18
FOUNDERS:
------------------------------------
XXXXXX X. XXXXXXXX
------------------------------------
XXXXXXX XXXXXXXXX
------------------------------------
XXXX JUNE
------------------------------------
XXXXXXX XXXXXXXXX
------------------------------------
XXXXX XXXXXXXX
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
19
INITIAL SERIES D INVESTORS:
DLJ CAPITAL CORP.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxx. 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
DLJ FIRST ESC, L.P.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxx. 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
SPROUT CAPITAL VII, L.P.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxx. 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
THE SPROUT CEO FUND, L.P.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxx Xxxx Xxxx, Xxxx. 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
20
INITIAL SERIES D INVESTORS:
ARCH VENTURE FUND III, L.P.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
SERIES A AND B INVESTOR:
ARCH VENTURE FUND II, L.P.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: 0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
21
INITIAL SERIES D INVESTORS:
ALTA CALIFORNIA PARTNERS, L.P.
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
XXXX EMBARCADERO PARTNERS, LLC
By:
---------------------------------------
Name:
-------------------------------------
(print)
Title:
------------------------------------
Address: Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
22
INITIAL SERIES D INVESTORS:
------------------------------------
TGI FUND II, LC
Address: 0000 Xxxxxxxx Xxxxxx
000 0xx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx & Xxxx Xxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
23
INITIAL SERIES D INVESTORS:
------------------------------------
FALCON TECHNOLOGY PARTNERS, L.P.
Address: 000 Xxxxxx Xxxx
Xxxxx, XX 00000
Attn: Xxx Xxxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
24
INITIAL SERIES D INVESTORS:
------------------------------------
VULCAN VENTURES, INC.
Address: 000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
25
INITIAL SERIES D INVESTORS:
------------------------------------
FLUKE CAPITAL MANAGEMENT, L.P.
Address: 00000 XX 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
26
INITIAL SERIES D INVESTORS:
------------------------------------
XXX XXXXXX
Address: c/o Madrona Investment Group
0000 0xx Xxxxxx
Xxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
27
INITIAL SERIES D INVESTORS:
------------------------------------
MGN OPPORTUNITY GROUP LLC
Address: The Norton Building
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
28
INITIAL SERIES D INVESTORS:
------------------------------------
XXXXXX X. XXXX, XX.
Address: Xxxx Construction Services
000 0xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
29
INITIAL SERIES D INVESTORS:
------------------------------------
XXXXX XXXXX
Address: 00000 Xxxxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
30
INITIAL SERIES D INVESTORS:
------------------------------------
OKI ENTERPRISES, LLC
Address: c/o Xxxxx Xxx
00000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
31
INITIAL SERIES D INVESTORS:
------------------------------------
VLG INVESTMENTS LLC
Address: c/o Xxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
------------------------------------
VLG ASSOCIATES 2000
Address: c/o Xxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
32
INITIAL SERIES D INVESTORS:
------------------------------------
XXXXX X. XXXXXXXX
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
SERIES C WARRANT HOLDER:
------------------------------------
PHOENIX GROWTH CAPITAL CORP.
Address: 0000 Xxxxxx Xxxxxxxxx
Xxx Xxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
SERIES C WARRANT HOLDER:
------------------------------------
XXXXXX XXXXXXXXX
Address: c/o Capital Finance Group
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
33
SERIES A, B, OR C INVESTOR:
By:
------------------------------------
Its:
------------------------------------
------------------------------------
Print Name
SIGNATURE PAGE TO XCYTE THERAPIES, INC.
ADDENDUM TO SERIES D STOCK PURCHASE AGREEMENT AND
OMNIBUS AMENDMENT TO SERIES D FINANCING DOCUMENTS
34
EXHIBIT A
SCHEDULE OF ADDITIONAL PURCHASERS
NUMBER OF
AMOUNT NUMBER OF WARRANT PURCHASE PRICE
NAME/ADDRESS INVESTED SHARES SHARES OF WARRANTS
------------ -------- ------ ------ -----------
MPM BIOVENTURES II, LP
One Cambridge Center $ 891,598.82 320,719 35,921 $ 35.92
Xxxxxxxxx, XX 00000
MPM BIOVENTURES II-QP, LP
One Cambridge Center $ 8,078,402.00 2,905,900 325,460 $ 325.46
Xxxxxxxxx, XX 00000
MPM BIOVENTURES GMBH & CO.
PARALLEL-BETEILIGUNGS KG $ 2,844,001.16 1,023,022 114,578 $ 114.58
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
MPM ASSET MANAGEMENT
INVESTORS 2000 B LLC $ 185,998.68 66,906 7,494 $ 7.49
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
XXXX X. XXXXXX
Tredegar Investments $ 50,001.08 17,986 2,014 $ 2.01
0000 Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
XXXX XXXXX
Little Stirrup Cay Research Ltd. $ 50,001.08 17,986 2,014 $ 2.01
000 Xxxx Xxxx Xxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
ARCH VENTURE FUND III, L.P.
0000 Xxxxxx Xxxxxx, Xxxxx 0000 $ 999,999.36 359,712 40,287 $ 40.29
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
XXX XXXXXXX
0000 Xxxxxxxxx Xxxxx Xxxxx $ 50,001.08 17,986 2,014 $ 2.01
Xxxxxxx, XX 00000
35
NUMBER OF
AMOUNT NUMBER OF WARRANT PURCHASE PRICE
NAME/ADDRESS INVESTED SHARES SHARES OF WARRANTS
------------ -------- ------ ------ -----------
XXXX XXXXXXXX
0000 00xx Xxxxxx Xxxx $ 50,001.08 17,986 2,014 $ 2.01
Xxxxxxx, XX 00000
DLJ CAPITAL CORP
0000 Xxxx Xxxx Xxxx 000 $ 0.73
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
DLJ FIRST ESC L.P.
0000 Xxxx Xxxx Xxxx 3,625 $ 3.63
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
SPROUT CAPITAL VII, L.P.
0000 Xxxx Xxxx Xxxx 31,541 $ 31.54
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
THE SPROUT CEO FUND, L.P.
0000 Xxxx Xxxx Xxxx 000 $ 0.37
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
ARCH VENTURE FUND III, L.P.
0000 Xxxxxx Xxxxxx, Xxxxx 0000 107,769 $ 107.77
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
ALTA CALIFORNIA PARTNERS, L.P.
One Embarcadero Center, Suite 4050 64,006 $ 64.01
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
36
NUMBER OF
AMOUNT NUMBER OF WARRANT PURCHASE PRICE
NAME/ADDRESS INVESTED SHARES SHARES OF WARRANTS
------------ -------- ------ ------ -----------
ALTA EMBARCADERO PARTNERS, LLC
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 1,462 $ 1.46
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
XXX XXXX XX, XX
0000 Xxxxxxxx Center 32,034 $ 32.03
000 -- 0xx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx and Xxxx Xxxx
FALCON TECHNOLOGY PARTNERS, L.P.
000 Xxxxxx Xxxx 10,678 $ 10.68
Xxxxx, XX 00000
Attn: Xxx Xxxxxxx
VULCAN VENTURES INC.
000 000xx Xxxxxx, XX, Xxxxx 000 80,575 $ 80.58
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
FLUKE CAPITAL MANAGEMENT, L.P.
00000 XX 0xx Xxxxxx, Xxxxx 000 10,071 $ 10.07
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx and Xxxxx Xxxxxxxx
XXX XXXXXX
c/o Madrona Investment Group 80,575 $ 80.58
0000 0xx Xxxxxx
Xxxxxxx, XX 00000
MGN OPPORTUNITY GROUP LLC
Xxxxxxx X. Xxxxxx Company 40,287 $ 40.29
The Norton Building
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
37
NUMBER OF
AMOUNT NUMBER OF WARRANT PURCHASE PRICE
NAME/ADDRESS INVESTED SHARES SHARES OF WARRANTS
------------ -------- ------ ------ -----------
XXXXXX X. XXXX, XX.
Xxxx Construction Services 4,032 $ 4.03
000 0xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
XXXXX XXXXX
00000 Xxxxx Xxxxxxx Xxxx 10,071 $ 10.07
Xxxxxxx, XX 00000
OKI ENTERPRISES, LLC
c/o Xxxxx Xxx 40,287 $ 40.29
00000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
VLG INVESTMENTS LLC
c/o Xxxxx X. Xxxxxx 1,413 1.41
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
VLG ASSOCIATES 2000
c/o Xxxxx X. Xxxxxx 198 .20
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
XXXXX X. XXXXXXXX
4750 Carillon Point 201 $ .20
Xxxxxxxx, XX 00000
TOTAL $13,200,000.34 4,748,203 1,051,712 $ 1051.71
38
EXHIBIT B
SERIES A, SERIES B AND SERIES C INVESTORS
INVESTOR NAME AND ADDRESS NUMBER OF SHARES
------------------------- ----------------
Alta California Partners, L.P. Series A: 1,840,086
One Embarcadero Center Series B: 787,294
Suite 4050 Series C: 949,635
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx and Xxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Alta Embarcadero Partners, LLC Series A: 54,651
One Embarcadero Center Series B: 17,987
Suite 4050 Series C: 21,696
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx and Xxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
ARCH Venture Fund II, L.P. Series A: 631,579
0000 Xxxx Xxxxxxx Xxxx Series B: 363,636
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxx Xxxxxx
CV Sofinnova Venture Partners III Series A: 947,368
000 Xxxxx Xxxxxx, 00xx Xxxxx Series B: 338,289
Xxx Xxxxxxxxx, XX 00000 Series C: 59,880
Attn.: Xxxxxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
39
INVESTOR NAME AND ADDRESS NUMBER OF SHARES
------------------------- ----------------
DLJ Capital Corp. Series A: 52,632
0000 Xxxx Xxxx Xxxx Series B: 10,909
Xxxx. 0, Xxx. 000 Series C: 22,859
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxx Xxxxx
DLJ First ESC L.P. Series A: 263,158
0000 Xxxx Xxxx Xxxx Series B: 54,545
Xxxx. 0, Xxx. 000 Series C: 114,294
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxx Xxxxx
Sprout Capital VII, L.P. Series A: 2,289,197
0000 Xxxx Xxxx Xxxx Series B: 474,488
Xxxx. 0, Xxx. 000 Series C: 994,235
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxx Xxxxx
The Sprout CEO Fund, L.P. Series A: 26,592
0000 Xxxx Xxxx Xxxx Series B: 5,512
Xxxx. 0, Xxx. 000 Series C: 11,549
Xxxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxx Xxxxx
Xxx Xxxxxxxx, M.D. Series A: 57,895
XX Xxx 0000
Xxxxxx Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
GC&H Investments Series A: 26,316
0 Xxxxxxxx Xxxxx, 00xx Xx.
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
Tel: (000) 000-0000
40
INVESTOR NAME AND ADDRESS NUMBER OF SHARES
------------------------- ----------------
WS Investment Company Series A: 26,316
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: J. Xxxxx XxXxxxx
Xxxx Xxxxxxxx Series A: 26,316
Fleet Pride
X.X. Xxx 00000
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Xxxx X. Xxxxxx XXX Rollover Series A: 26,316
Summit Partners
00000 X.X. Xxxxxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Xxx. Xxxxxx Xxxxxxx, Xx. Series A: 26,316
0000 X.X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Xxxxxx Xxxxxxx, Xx. Series A: 10,526
0000 X.X. Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Tel: (000) 000-0000
Xxxxxxx X. Xxxxxx Series A: 2,632
c/o Maxygen, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Xxxxxxxx Xxxxx Series A: 26,316
000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxx
R3POK9
41
INVESTOR NAME AND ADDRESS NUMBER OF SHARES
------------------------- ----------------
SMS Series B: 22,727
Xxxxx Xxxxxx Xxxx & Xxxxx, X.X.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxx, CPA
ARCH Development Corporation
Xxxxxx 213 Series A: 157,890
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
ARCH Venture Fund III, L.P. Series A: 157,890
0000 Xxxx Xxxxxxx Xxxx Series B: 1,681,818
Xxxxx 000 Series C: 1,119,265
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
Xxxxxxx Xxxxxxxxx Series A: 157,890
00000 Xxxxxxxxxx Xxxx X.X.
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx Series A: 52,630
000 XX 000xx Xxxxx
Xxxxxxx, XX 00000
TGI Fund II, LC Series C: 1,796,410
0000 Xxxxxxxx Xxxxxx
000-0xx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx and Xxxx Xxxx
42
INVESTOR NAME AND ADDRESS NUMBER OF SHARES
------------------------- ----------------
Vengott LC Series C: 179,641
0000 Xxxxxxxx Xxxxxx
000-0xx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx Series C: 32,934
0000 Xxxxxxxx Xxxxxx
000-0xx Xxxxxx
Xxxxxxx, XX 00000
Xxxx X. Xxxxxx Series C: 29,940
0000 Xxxxxxxx Xxxxxx
000-0xx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx Series C: 14,970
0000 Xxxxxxxx Xxxxxx
000-0xx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxx, Trustee Series C: 14,970
Xxxxxxx X. Xxxxx Separate Property Trust U/A 9/11/90
0000 Xxxxxxxx Xxxxxx
000-0xx Xxxxxx
Xxxxxxx, XX 00000
Xxxxx X. Xxxx Series C: 14,970
Tredegar Investments
0000 Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
R. Xxx Xxxxxxxx Series C: 11,976
Xxxxxxxx Consulting
0000 XX Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxxx, XX 00000
Falcon Technology Partners, L.P. Series C: 598,802
000 Xxxxxx Xxxx
Xxxxx, XX 00000
Attn: Xxx Xxxxxxx
43
INVESTOR NAME AND ADDRESS NUMBER OF SHARES
------------------------- ----------------
Vulcan Ventures Inc. Series C: 598,802
000 000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Fluke Capital Management, L.P. Series C: 598,802
00000 XX 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx & Xxxxx X. Xxxxxxxx
44
EXHIBIT C
INITIAL SERIES D INVESTORS
NUMBER OF SERIES D
INVESTOR NAME AND ADDRESS PREFERRED SHARES
------------------------- ------------------
DLJ CAPITAL CORP 6,475
0000 Xxxx Xxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
DLJ FIRST ESC L.P. 32,374
0000 Xxxx Xxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
SPROUT CAPITAL VII, L.P. 281,622
0000 Xxxx Xxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
THE SPROUT CEO FUND, L.P. 3,270
0000 Xxxx Xxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxx
ARCH VENTURE FUND III, L.P. 962,230
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxx
ALTA CALIFORNIA PARTNERS, L.P. 571,491
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
XXXX EMBARCADERO PARTNERS, LLC 13,056
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
45
NUMBER OF SERIES D
INVESTOR NAME AND ADDRESS PREFERRED SHARES
------------------------- ------------------
TGI FUND II, LC 286,022
0000 Xxxxxxxx Xxxxxx
000 - 0xx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx and Xxxx Xxxx
FALCON TECHNOLOGY PARTNERS, L.P. 95,341
000 Xxxxxx Xxxx
Xxxxx, XX 00000
Attn: Xxx Xxxxxxx
VULCAN VENTURES INC 719,424
000 000xx Xxxxxx, XX, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
FLUKE CAPITAL MANAGEMENT, L.P. 89,928
00000 XX 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx and Xxxxx Xxxxxxxx
XXX XXXXXX 719,424
c/o Madrona Investment Group
0000 0xx Xxxxxx
Xxxxxxx, XX 00000
MGN OPPORTUNITY GROUP LLC 359,712
Xxxxxxx X. Xxxxxx Company
The Norton Building
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
XXXXXX X. XXXX, XX. 36,000
Xxxx Construction Services
000 0xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, XX 00000
XXXXX XXXXX 89,928
00000 Xxxxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
46
NUMBER OF SERIES D
INVESTOR NAME AND ADDRESS PREFERRED SHARES
------------------------- ------------------
OKI ENTERPRISES, LLC 359,712
c/o Xxxxx Xxx
00000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
VLG INVESTMENTS LLC 12,619
c/o Xxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
VLG ASSOCIATES 2000 1,770
c/o Xxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
XXXXX X. XXXXXXXX 1,799
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
47
EXHIBIT D
SCHEDULE OF EXCEPTIONS
48
EXHIBIT E
FORM OF WARRANTS
49
EXHIBIT F
SERIES D PREFERRED STOCK PURCHASE AGREEMENT
(SEE TAB NO. 1)
50
EXHIBIT G
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
(SEE TAB NO. 2)
51
EXHIBIT H
AMENDED AND RESTATED RIGHT OF
FIRST REFUSAL AND CO-SALE AGREEMENT
(SEE TAB NO. 3)
52
EXHIBIT I
LEGAL OPINION OF VENTURE LAW GROUP
(SEE TAB NO. 24)
53
EXHIBIT J
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
(SEE TAB NO. 17)
