EX-4 4 filename4.htm AEGLEA BIOTHERAPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT March 10, 2015 Page (CONTINUED) Page AEGLEA BIOTHERPEUTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
EXHIBIT 4.2
AEGLEA BIOTHERAPEUTICS, INC.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
March 10, 2015
TABLE OF CONTENTS
Page | ||||||
Section 1. DEFINITIONS | 2 | |||||
1.1. | Definitions | 2 | ||||
Section 2. RESTRICTIONS ON TRANSFER | 2 | |||||
2.1. | Restrictive Legend | 2 | ||||
2.2. | Notice of Proposed Transfers | 3 | ||||
Section 3. REGISTRATION RIGHTS | 4 | |||||
3.1. | Certain Definitions | 4 | ||||
3.2. | Demand Registration. | 5 | ||||
3.3. | Piggyback Registration. | 6 | ||||
3.4. | Expenses of Registration | 8 | ||||
3.5. | Obligations of the Company | 8 | ||||
3.6. | Indemnification. | 10 | ||||
3.7. | Information by Holder | 12 | ||||
3.8. | Transfer and Assignment of Rights | 12 | ||||
3.9. | Form S-3 | 13 | ||||
3.10. | Delay of Registration | 13 | ||||
3.11. | Limitations on Subsequent Registration Rights | 13 | ||||
3.12. | Rule 144 Reporting | 14 | ||||
3.13. | “Market Stand-Off’ Agreement | 14 | ||||
3.14. | Termination of Rights | 15 | ||||
Section 4. RIGHTS OF FIRST REFUSAL | 15 | |||||
4.1. | Certain Definitions. | 15 | ||||
4.2. | Right of First Refusal | 16 |
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TABLE OF CONTENTS
(CONTINUED)
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4.3. | Required Notices | 16 | ||||
4.4. | Company’s Right to Sell | 16 | ||||
4.5. | Expiration of Right | 16 | ||||
Section 5. COMPANY COVENANTS | 16 | |||||
5.1. | Affirmative Covenants. | 16 | ||||
5.2. | Negative Covenants | 21 | ||||
5.3. | FCPA | 22 | ||||
5.4. | Right to Conduct Activities | 22 | ||||
5.5. | Expiration of Covenants | 22 | ||||
Section 6. MISCELLANEOUS | 23 | |||||
6.1. | Additional Investors | 23 | ||||
6.2. | Governing Law | 23 | ||||
6.3. | Successors and Assigns | 23 | ||||
6.4. | Entire Agreement | 23 | ||||
6.5. | Severability | 23 | ||||
6.6. | Amendment and Waiver | 24 | ||||
6.7. | Delays or Omissions | 24 | ||||
6.8. | Notices, etc | 24 | ||||
6.9. | Titles and Subtitles | 25 | ||||
6.10. | Counterparts, Facsimile Signatures | 25 |
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AEGLEA BIOTHERPEUTICS, INC.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of this 10th day of March 2015, by and among Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), and each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) and Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”, referred to herein collectively with the Series A Preferred Stock as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Section 6.1 below, the “Investors”).
WHEREAS, immediately prior to entering into this Agreement, and as a condition to the closing of the transactions contemplated by the Purchase Agreement (as defined below), Aeglea BioTherapeutics Holdings, LLC, a Delaware limited liability company and predecessor in interest of the Company (the “LLC Predecessor”), has converted from a Delaware limited liability company to a Delaware “C” corporation (the “Conversion”) in accordance with Section 265 of the General Corporation Law of the State of Delaware and pursuant to a Plan of Conversion adopted by the LLC Predecessor and its members dated on or about the date hereof (the “Plan”);
WHEREAS, certain of the Investors (the “Existing Investors”) were granted certain rights under an Investor Rights Agreement dated December 24, 2013, by and among the LLC Predecessor and the Investors (the “Prior Agreement”);
Section 1.
DEFINITIONS
1.1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meaning specified in the Certificate of Incorporation of the Company (the “Certificate of Incorporation”).
Section 2.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THEINVESTOR RIGHTS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
Each Investor consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Preferred Stock or the Common Stock issued upon conversion of the Preferred Stock in order to implement the restrictions on transfer established in
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this Section 2. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the certificate satisfies the requirements of Rule 144(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), provided that Rule 144(b)(1) as then in effect does not differ substantially from Rule 144(b)(1) as in effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (a) such Investor is not an affiliate of the Company and has not been an affiliate during the preceding three months, (b) such Investor has beneficially owned the shares represented by the certificate for a period of at least one year, (c) such Investor otherwise satisfies the requirements of Rule 144(b)(1) as then in effect with respect to such shares, and (d) such Investor will submit the certificate for any such shares to the Company for reapplication of the legend at such time as the holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(b)(1) as then in effect. Notwithstanding anything to the contrary contained herein, for purposes of the foregoing sentence, the term “affiliate” means an “affiliate” as such term is defined under Rule 144.
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Section 3.
The Company hereby grants to each of the Holders (as defined below) the registration rights set forth in this Section 3 with respect to the Registrable Securities (as defined below) owned by such Holders. The Company and the Holders agree that the registration rights provided herein set forth the sole and entire agreement between the Company and the Holders with respect to registration rights for the Company’s securities.
(a) “Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company.
(b) The terms “register”, “registered” and “registration” refer to a registration effected by filing with the Securities and Exchange Commission (the “SEC’) a registration statement (the “Registration Statement”) in compliance with the Securities Act, and the declaration or ordering by the SEC of the effectiveness of such Registration Statement.
(c) The term “Registrable Securities” means (i) Common Stock issued or issuable upon conversion of the Preferred Stock held (or issuable upon the conversion or exercise of any warrant, right or other security) by Investors or any transferee as permitted by Section 3.8 hereof, (ii) shares of Common Stock otherwise owned or held by Major Holders (as defined below) as of the date hereof, and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, such above-described securities; provided, however, that Common Stock or other securities shall only be treated as Registrable Securities if and so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(a)(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, and (C) the registration rights associated with such securities have not been terminated pursuant to Section 3.14 hereof.
(d) The term “Holder” (collectively, “Holders”) means each Investor and any transferee, as permitted by Section 3.8 hereof, holding Registrable Securities, securities exercisable for or convertible into Registrable Securities or securities exercisable for securities convertible into Registrable Securities.
(e) The term “Major Holder” (collectively, “Major Holders”) means each Investor and any transferee, as permitted by Section 3.8 hereof, holding at least 1,000,000 shares of Registrable Securities (as adjusted for splits, dividends, recapitalizations, combinations and other similar events).
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(f) The term “Initiating Holders” means the Holders holding at least 62% of the shares of Series B Preferred Stock then outstanding at the time of any request for registration made pursuant to Section 3.2 of this Agreement.
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 3.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 3.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the President of the Company, stating that in the good faith judgment of the Company’s Board of Directors (the “Board”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; or
(D) prior to the earlier of (1) March 10, 2019, or (2) the date six (6) months after the effective date of the initial public offering of the Company’s securities.
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The Company shall, together with all Holders of shares proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Initiating Holders holding at least 62% of the shares of Preferred Stock held by Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 3.2, if the underwriter shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.
If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration.
If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.
(i) promptly (but in any event within 10 days) give to each Holder written notice thereof; and
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(ii) include in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 15 days after receipt of such written notice from the Company, by any Holder or Holders, except as set forth in Section 3.3(b) below.
Such Registrable Securities shall only be included to the extent that inclusion will not diminish the number of securities included by the Company.
All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of this Section 3.3. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated in the following manner: (i) first, shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 3.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the number of shares still is required, securities other than Registrable Securities that have contractual rights with respect to registration shall be excluded, and (iii) third, if a limitation on the number of shares is still required, the number of Registrable Securities that may be included shall be allocated among the Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by each such Holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s IPO (as defined below). For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing Persons, and such holder and other Persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling holder,” as
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defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Except as specifically set forth herein, nothing in this Section 3.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting.
If any Holder disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.
(a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its diligent efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for the lesser of 90 days or until the Holder or Holders have completed the distribution relating thereto;
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(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement for the period set forth in paragraph (a) above;
(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;
(d) use its reasonable efforts to register or otherwise qualify the securities covered by such Registration Statement under such other securities laws of such states and other jurisdictions as shall be reasonably requested by the Holders or the managing underwriter, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;
(f) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(g) use its reasonable efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Capital Stock of the Company are then listed;
(h) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(i) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) business days prior to any sale of Registrable Securities; and
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(j) permit any Holder which Holder, in the sole and exclusive judgment, exercised in good faith, of such Holder, might be deemed to be a controlling Person of the Company, to participate in good faith in the preparation of such Registration Statement and to require the insertion therein of material, furnished to the Company in writing, that in the reasonable judgment of such Holder and its counsel should be included.
(a) The Company will, and does hereby undertake to, indemnify and hold harmless each Holder of Registrable Securities, each of such Holder’s officers, directors, managers, partners, members and agents, and each Person controlling such Holder, with respect to any registration, qualification or compliance effected pursuant to this Section 3, and each underwriter, if any, and each Person who controls any underwriter, of the Registrable Securities held by or issuable to such Holder, against all claims, losses, damages and liabilities (or actions in respect thereto) to which they may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other federal or state law arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, (ii) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, or (iii) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter chosen by the Company being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities (provided that in such instance the Company shall not be so liable if it has undertaken its best efforts to so register or qualify such Registrable Securities) and will reimburse, as incurred, each such Holder, each such underwriter and each such director, manager, officer, partner, member agent and controlling Person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in conformity with written information furnished to the Company by an instrument duly executed by such Holder or underwriter and stated to be specifically for use therein.
(b) Each Holder will, and if Registrable Securities held by or issuable to such Holder are included in such registration, qualification or compliance pursuant to this Section 3, does hereby undertake to indemnify and hold harmless the Company, each of its directors and officers, and each Person controlling the Company, each underwriter, if any, and each Person who controls any underwriter, of the Company’s securities covered by such a Registration Statement, and each other Holder, each of such other Holder’s officers, directors, managers,
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partners, members and agents and each Person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; and will reimburse, as incurred, the Company, each such underwriter, each such other Holder, and each such director, officer, manager, partner, member and controlling Person of the foregoing, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus, offering circular or other document, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the liability of each Holder hereunder (unless such Holder’s liability hereunder is based upon such Holder’s willful misconduct as determined by the nonappealable final decision of a court) shall be limited to the proportion of any such claim, loss, damage or liability that is equal to the proportion that the public offering price of the shares sold by such Holder under such Registration Statement bears to the total public offering price of all securities sold thereunder, but in any event not to exceed the net proceeds received by such Holder from the sale of securities under such Registration Statement. It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in connection with any Registration Statement shall be limited to the obligations contained in this subsection 3.6(b).
(c) Each party entitled to indemnification under this Section 3.6 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) of any claim as to which indemnification may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld) and the Indemnified Party may participate in such defense at the Indemnifying Party’s expense if representation of such Indemnified Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 3, except to the extent that such failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or any such litigation. An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such Indemnified Party, of a release from all liability with respect to such claim or litigation.
(d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling Person of any such Holder, makes a claim for indemnification
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pursuant to this Section 3.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 3.6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such Holder or any such controlling Person in circumstances for which indemnification is provided under this Section 3.6; then, and in each such case, the Company and such Holder will contribute to the aggregate claims, losses, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of the securities offered by such Holder pursuant to the Registration Statement bears to the public offering price of all securities offered by such Registration Statement, and the Company will be responsible for the remaining portion (without prejudice as to the Company’s right to contributions from any other responsible parties); provided, however, that, in any case, (A) no such Holder will be required to contribute any amount in excess of the public offering price of all securities offered by it pursuant to such Registration Statement, after deduction of underwriting discounts and commissions (unless such Holder’s liability hereunder is based upon such Holder’s willful misconduct as determined by the nonappealable final decision of a court); and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
(f) The indemnities provided in this Section 3.6 shall survive the transfer of any Registrable Securities by such Holder.
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Agreement to transferees or assignees of shares of Preferred Stock or Common Stock issued upon conversion of shares of Preferred Stock, who shall be considered a “Holder” for purposes hereof, provided that (i) such transfer is effected in compliance with Section 2.2 hereof, (ii) such transferee is an Affiliate or current or retired principal, manager or officer of the transferor of such Registrable Securities, provided that such transferee is not a Person whom the Company reasonably believes is a competitor of the Company, and (iii) such transferee agrees in writing to be subject to all restrictions set forth in this Agreement. For the avoidance of doubt, the transfer or assignment of rights pursuant to this Section 3.8 shall not affect the transferor’s rights under this Agreement with respect to the remaining shares of Registrable Securities held by such transferor, if any.
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the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not diminish the amount of Registrable Securities that are included in such registration.
(a) make and keep current public information available, within the meaning of SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act;
(b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Securities Act and Exchange Act (after it has become subject to such reporting requirements); and
(c) so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.
For purposes of this Agreement, the term “One Percent Stockholder” shall mean a stockholder of the Company who holds at least 1% of the outstanding Capital Stock of the Company (assuming conversion of all outstanding preferred securities of the Company).
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In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Capital Stock of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.
Section 4.
(a) The term “Eligible Holder” shall mean a Holder, as defined in Section 3.1(d).
(b) The term “New Securities” shall mean any Capital Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase Capital Stock, and securities of any type whatsoever that are, or may become, convertible into or exercisable for Capital Stock; provided that the term “New Securities” does not include: (i) 12,901,499 shares or options to purchase such number of shares, or a combination of both, of the Company’s Common Stock (as adjusted for any splits, dividends, combination or other reclassification), previously issued or to be issued to directors, officers, employees or consultants of the Company pursuant to plans or arrangements approved by the Board; (ii) Common Stock issued upon conversion of the Preferred Stock; (iii) securities issued pursuant to any dividend on, or split, combination or other reclassification by the Company of, the Preferred Stock; (iv) Common Stock issued in a Qualified Public Offering; (v) Capital Stock, or options, warrants or other securities convertible into or exercisable for Capital Stock of the Company, issued pursuant to leasing, financing or other lending arrangements approved by the Board, including the affirmative vote or consent of a majority of the Preferred Directors; (vi) Capital Stock, or options, warrants or other securities convertible into or exercisable for Capital Stock of the Company, issued pursuant to agreements with strategic partners of the Company or its Affiliates approved by the Board, including the affirmative vote or consent of a majority of the Preferred Directors; (vii) the issuance or sale of up to 821,471 shares of Series B Preferred Stock (as adjusted for share splits, share distributions, combinations and other reclassifications) to KBI Biopharma, Inc. (“KBI”) pursuant to the KBI MSA and (viii) shares of Series B Preferred Stock issued pursuant to the Purchase Agreement. “KBI MSA” means the Master Service Agreement by and between Aeglea Development, Inc., a Subsidiary of the Company, and KBI Biopharma, Inc. dated December 24, 2013, as may be amended from time to time.
(c) The term “Pro Rata Share” of an Eligible Holder means the ratio, (i) the numerator of which is the number of shares of Common Stock issuable upon conversion of the Preferred Stock held by such Eligible Holder, and the number of shares of Common Stock issued to such Eligible Holder upon the conversion of Preferred Stock previously held by such Eligible Holder, on the date of the Company’s written notice pursuant to Section 4.3 hereof, and (ii) the
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denominator of which is the number of shares of Common Stock of the Company outstanding, assuming for this purpose conversion or exercise of all securities convertible into or exercisable for Common Stock of the Company (including without limitation the Preferred Stock).
Section 5.
The Company hereby covenants and agrees on behalf of itself and its Subsidiaries to the following.
The Company hereby covenants and agrees as follows.
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(i) As soon as practicable, but in any event within forty-five (45) days after the end of each fiscal year of the Company, the Company will furnish to each Investor preliminary, unaudited consolidated balance sheets of the Company and its Subsidiaries, if any, as at the end of such fiscal year, and preliminary, unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail.
(ii) As soon as practicable, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Company, the Company will furnish to each Investor (A) audited consolidated balance sheets of the Company and its Subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its Subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail and accompanied by a report and opinion thereon by independent auditors selected by the Company’s Board, and (B) a copy of such auditors’ management letter prepared in connection therewith, if any, (as soon as such management letter is available, which may be greater than the aforesaid 150-day period).
(iii) As soon as practicable after the end of each quarter of the fiscal year, but in any event within thirty (30) days after the end of each such quarter, the Company will furnish to each Investor the unaudited consolidated balance sheets of the Company and its Subsidiaries, if any, as of the end of such quarter, and its unaudited consolidated statements of income and cash flows for such quarter, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail, and except that such financial statements may not contain notes and will be subject to year-end adjustment.
(iv) As soon as practicable after the end of each month, but in any event within thirty (30) days thereafter, the Company will furnish to each Investor the unaudited consolidated balance sheet of the Company and its Subsidiaries, if any, as of the end of such month and its unaudited statement of and cash flows for such month, indicating actual results versus the Company’s plan for such month, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, except that such financial statements may not contain notes and will be subject to year-end adjustment.
(v) As soon as practicable after the end of each quarter of the fiscal year, but in any event within thirty (30) days after the end of each such quarter, the Company will furnish to each Investor a report from the Company’s Chief Executive Officer describing the general progress of the Company and its Subsidiaries for such quarter, setting forth details on research, development, sales, marketing and other operating activities.
(vi) As soon as practicable, but in any event not less than thirty (30) days before the end of each fiscal year, the Company will furnish to each Investor an annual
17
operating plan and budget for the next fiscal year, and, as soon as practicable after the adoption thereof by the Board before the beginning of such fiscal year, copies of any revisions to such annual operating plan and budget.
(vii) The Company will furnish to each Investor with reasonable promptness, such other information respecting the business, properties or the condition or operations, financial or other, of the Company or any Subsidiary as such Investor may from time to time reasonably request.
18
patents, processes, licenses, permits, trademarks, trade names, inventions, intellectual property rights or copyrights owned or used by it to the extent necessary to the conduct of its business or the business of any Subsidiary.
(i) The Company shall comply, and cause each Subsidiary to comply, with all minimum funding requirements applicable to any pension, employee benefit plans, or employee contribution plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to the Internal Revenue Code of 1986, as amended (the “Code”), and comply, and cause each Subsidiary to comply, in all other material respects with the provisions of ERISA and the Code, and the rules and regulations thereunder, which are applicable to any such plan; provided further that neither the Company nor any Subsidiary will permit any event or condition to exist that would permit any such plan to be terminated under circumstances that would cause any material lien provided for in section 4068 of ERISA to attach to the assets of the Company or any Subsidiary.
(ii) The Company shall maintain, and cause each Subsidiary to maintain, such permits, licenses, franchises, authorizations and clearances (“Permits”) of governmental or regulatory authorities, including, without limitation, the Food and Drug Administration (the “FDA”) of the U.S. Department of Health and Human Services and/or any committee thereof, as are necessary to own, lease and operate its properties and to conduct its business as now conducted and as currently proposed to be conducted; the Company shall fulfill and perform, and cause each Subsidiary to fulfill and perform, all such material obligations with respect to the Permits; and the Company shall conduct or sponsor, and cause each Subsidiary to conduct or sponsor, feasibility, pre-clinical, clinical and other studies and tests in accordance with standard medical and scientific research procedures.
19
environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder, and the Company shall maintain, and cause each Subsidiary to maintain, all federal, state and local permits, licenses, certificates and approvals known to the Company or any subsidiary to be required relating to (i) air emissions, (ii) discharges to surface water or ground water, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any federal, state or local law, code or ordinance and all rules and regulations promulgated thereunder, as hazardous or potentially hazardous), or (vi) other environmental, health and safety matters.
20
(a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity;
(b) make any loan or advance to any employee or director, except advances and similar expenditures in the ordinary course of business for travel or salary;
(c) hire, fire or change the compensation of any officer of the Company, including base salaries, bonus programs and equity grants or appoint or remove the Company’s Chief Executive Officer;
(d) approve any equity incentive plans or approve changes to any existing equity incentive plans or issue options with a different vesting schedule than that which has been approved by the Board as the standard vesting schedule;
(e) approve or materially modify the Company’s annual budget, business plan, financial plan or the standard operating procedures;
(f) enter into any employment agreement other than the Company’s standard “at will” employment agreement;
(g) amend the KBI MSA in a manner that impacts the equity compensation to be issued thereunder;
(h) take any of the actions listed under “Protective Provisions” in Section 3.3 of the Certificate of Incorporation; or
(i) effect any merger or consolidation among the Company and any of its Subsidiaries.
21
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Section 6.
6.2. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of Delaware as applied to agreements among Delaware residents made and to be performed entirely within the State of Delaware.
23
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actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) 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, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such address or facsimile number as subsequently modified by written notice given in accordance with this Section 6.8. If notice is given to the Company, it shall be sent to 000-X Xxxxxx Xxxxxx, #000, marked “Attention: Chief Executive Officer”; and a copy (which shall not constitute notice) shall also be sent to Fenwick & West, LLP, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attn: Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxx.
[The next page is the signature page.]
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IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.
THE COMPANY | AEGLEA BIOTHERAPEUTICS, INC. | |||||
By: | /s/ Xxxxx X. Xxxx | |||||
Name: | Xxxxx X. Xxxx | |||||
Title: | President and Chief Executive Officer |
[Signature Page to Amended and Restated Investor Rights Agreement]
IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.
INVESTORS: | ||||||||
LILLY VENTURES FUND 1 LLC | NOVARTIS BIOVENTURES LTD. | |||||||
By: | /s/ S. Xxxxxx Xxxxxx | By: | /s/ X. X. Xxxx | |||||
Name: | S. Xxxxxx Xxxxxx | Name: | X. X. Xxxx | |||||
Title: | Managing Director | Title: | Deputy Chairman | |||||
By: | /s/ Xxxxxxxxx Xxxxxxxxxx | |||||||
Name: | Xxxxxxxxx Xxxxxxxxxx | |||||||
Title: | Authorised Signatory | |||||||
THE X’XXXXX FAMILY INVESTMENT TRUST | ||||||||
By: |
| By: |
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Name: | Xxxxxxx X. X’Xxxxx | Name: | Xxxxxxxx X. Xxxxxxx | |||||
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly executed and delivered by the parties as of the date first above written.
INVESTOR:
THE BOARD OF REGENTS OF THE | ||
UNIVERSITY OF TEXAS SYSTEM | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Xxxxxx X. Xxxxxxxxx | ||
Vice Chancellor and General Counsel | ||
Approved by: | ||
By: | /s/ Xxxxxxxx X. Xxxx | |
Xxxxxxxx X. Xxxx | ||
Vice Chancellor for Research and Innovation | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Xxxxx Xxxxxxxxxxxx | ||
Associate Vice Chancellor for Innovation | ||
and Strategic Investment |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
VENROCK HEALTHCARE CAPITAL PARTNERS II, L.P. | ||
By: | VHCP Management II, LLC | |
Its: | General Partner | |
By: | /s/ signature illegible | |
Authorized Signatory | ||
VHCP CO-INVESTMENT HOLDINGS II, LLC | ||
By: | VHCP Management II, LLC | |
Its: | Manager | |
By: | /s/ signature illegible | |
Authorized Signatory |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
XXXXXXXX GLOBAL HEALTHCARE | ||
MASTER FUND, LTD. (the “Fund”) | ||
By: | Xxxxxxxx Associates LLC, as the | |
Investment Manager of the Fund | ||
By: | /s/ Xxxxx Xxxx | |
Name: | Xxxxx Xxxx | |
Title: | Managing Director of | |
Xxxxxxxx Associates LLC |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
RA CAPITAL HEALTHCARE FUND, LP | ||
By: | /s/ Xxxxx Xxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxx | |
Title: | Manager |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
ABG II-AEGLEA LIMITED | ||
By: | /s/ Yeh Shan-ju | |
Name: | Yeh Shan-ju | |
Title: | Director |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
ROCK SPRINGS CAPITAL MASTER | ||
FUND LP | ||
By: | Rock Springs GP LLC | |
Its: | General Partner | |
By: | /s/ Xxxxxx XxXxxxx | |
Name: | Xxxxxx XxXxxxx | |
Title: | Managing Director | |
Rock Springs Capital | ||
000 X. Xxxxxx Xx., Xxxxx 0000 | ||
Xxxxxxxxx, XX 00000 |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
XXXXX XX INVESTMENT LLC | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: | Authorized Signatory |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
ORBIMED PRIVATE INVESTMENTS V, LP | ||
By: | OrbiMed Capital GP V LLC | |
Its: | General Partner | |
By: | OrbiMed Advisors LLC | |
Its: | Managing Member | |
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: | Member |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE X’XXXXX FAMILY INVESTMENT TRUST | ||
XXXXXXX X. X’XXXXX, TRUSTEE | ||
By: | /s/ Xxxxxxx X. X’Xxxxx | |
Name: | Xxxxxxx X. X’Xxxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
/s/ Xxxxxxxx X. Xxxxxxx |
Xxxxxxxx X. Xxxxxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
/s/ Xxxx X. Xxxxxx |
Xxxx X. Xxxxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
SELF-DIRECTED XXX SERVICES, INC., Custodian PBO: Xxxxxxx Xxxx XXX # 201419166 | SELF DIRECTED XXX SERVICES, INC. CUSTODIAN, FBO: XXXXXXX X. YORK II, XXX #201419166 | |||||
/s/ signature illegible 3-6-2015 | By: | /s/ Xxxxxxx X. York II | ||||
Authorized Signature Date | Name: | Xxxxxxx X. York II | ||||
XXXXXXX X. YORK II | ||||||
By: | /s/ Xxxxxxx X. York II | |||||
Name: | Xxxxxxx X. York II |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
XXXXX X. XXXX & XXX X. XXXX, | ||
AS TRUSTEE OF THE XXXX | ||
FAMILY TRUST DATED DECEMBER 11, 1991 | ||
By: | /s/ Xxxxx X. Xxxx | |
Name: | Xxxxx X. Xxxx | |
Title: | Trustee | |
By: | /s/ Xxx X. Xxxx | |
Name: | Xxx X. Xxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
/s/ Xxxxxx X. Xxxxx |
Xxxxxx X. Xxxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
/s/ Xxxxxxx X. Xxxx Beach |
Xxxxxxx X. Xxxx Beach |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
XXXXXX X. XXXXX | ||
By: | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE XXXXX X. AND XXXXX X. XXXXXXXXX | ||
JOINT TRUST AGREEMENT | ||
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Trustee | |
By: | /s/ Xxxxx X. Xxxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
XXXXX ALTERS AND XXXXXX XXXXXXXXXXX JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP | ||
By: | /s/ Xxxxx Alters | |
Xxxxx Alters | ||
By: | /s/ Xxxxxx Xxxxxxxxxxx | |
Xxxxxx Xxxxxxxxxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
ZUKE LLC | ||
By: | /s/ Xxxxx Xxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxx | |
Title: | Chief Executive Officer |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
/s/ Xxxxx X. Xxxx |
Xxxxx X. Xxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE XXXXXX/GRAIS REVOCABLE TRUST D/T/D MARCH 29, 2005 | ||
XXXX X. XXXXXX, TRUSTEE | ||
By: | Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
HORNBLOWER CAPITAL HOLDINGS, LLC | ||
By: | /s/ Xxxxxx Xxxxxxxxxx | |
Name: | Xxxxxx Xxxxxxxxxx | |
Title: | Managing Member |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Hunter Family Trust, LLC | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxxxxx X. Xxxxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Trustee of Managing Member | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Stone Dock Investors | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxx Xxxxxxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxxxxx Xxxxxxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Managing Partner | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Xxxxxx Property Company Ltd. | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxx Xxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxxx Xxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | General Partner | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
WOODPECKER PHARMA HOLDINGS, LLC | ||
By: | /s/ Xxxx Xxxxx | |
Name: | Xxxx Xxxxx | |
Title: | Managing Member |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
ATHON FAMILY INVESTMENTS, L.P. | ||
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: | President of the General Partner |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxx Xxxxxxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxx Xxxxxxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: |
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(Print/Type Signatory’s Name) | ||||||||
Title: |
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(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxxxx X. Xxxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxxxx X. Xxxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s | ||||||||
Name: |
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(Print/Type Signatory’s Name) | ||||||||
Title: |
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(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Xxxxxx Living Trust Dated June 30, 2008 | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxxxxxxx Xxxxxx, TTEE | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s | ||||||||
Name: | Xxxxxxxxxxx Xxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Trustee | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
IFS COATINGS, INC. | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | President |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
XXXXXX X. XXXXXXXXX | ||
By: | /s/ Xxxxxx X. Xxxxxxxxx | |
Name: | Xxxxxx X. Xxxxxxxxx |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | SHKH, LLC | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxxx Xxxxxxxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s | ||||||||
Name: | Xxxxxxx Xxxxxxxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Manager | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | WSHL II, Ltd. | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s | ||||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | General Partner | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxxx Xxxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxxx Xxxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: |
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(Print/Type Signatory’s Name) | ||||||||
Title: |
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(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxxxx Xxxxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxxxx Xxxxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: |
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(Print/Type Signatory’s Name) | ||||||||
Title: |
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(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxx Xxxx Xxxxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxx Xxxx Xxxxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: |
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(Print/Type Signatory’s Name) | ||||||||
Title: |
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(Print/Type Signatory’s Title) | ||||||||
Address: |
| Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | The Xxxxxxx Xxxxxx Separate Property Trust dated October 6, 2006 | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxxx Xxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxxxxxx Xxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Trustee | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE XXXXXXX XXXXXXXXX XXXXXX TRUST | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE XXXXX XXXXXX TRUST | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE XXXX XXXXXX TRUST | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Name: | Xxxxx X. Xxxxxxxx | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
THE XXXX XXXXXX TRUST | ||
By: | /s/ Xxxx X. Xxxxxx III | |
Name: | Xxxx X. Xxxxxx III | |
Title: | Trustee |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxxxx X. Xxxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxxxx X. Xxxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Capital Partnership (ACG), L.P. By: Capital Partners (ACB), L.L.C. its general partner | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxx X. Xxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxx X. Xxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Vice President | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Xxx X. Xxxxxx as Trustee of the Xxx Xxxxxxxx Bass 2010 Children’s Trust U/A/D 12-29-2010 | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxx X. Xxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxx X. Xxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Trustee | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
SKM PARTNERSHIP, LTD | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | Xxxxx Xxxxxx | |
Title: | President |
[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxx Xxxx | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxx Xxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: |
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(Print/Type Signatory’s Name) | ||||||||
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Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | New Ground Ventures, LP | Name: |
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(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: | /s/ Xxxxxxx Xxxxxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s Name: | Xxxxxxx Xxxxxxx | |||||||
(Print/Type Signatory’s Name) | ||||||||
Title: | Manager | |||||||
(Print/Type Signatory’s Title) | ||||||||
Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: |
| Name: | Xxxxxx Xxx Xxxxxxxx Xxxx (Separate) | |||||
(Print/Type Precise Legal Name of Entity) | (Print/Type Precise Legal Name of Individual) | |||||||
By: |
| By: | /s/ Xxxxxx Xxx Xxxxxxxx Xxxx | |||||
(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s |
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[Signature Page to Amended and Restated Investor Rights Agreement]
INVESTOR:
[FOR ENTITY INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | [FOR INDIVIDUAL INVESTOR USE FOLLOWING SIGNATURE BLOCK:] | |||||||
Name: | Xxxx Aeglea Holdings, LLC By: Xxxx Capital, Inc. Its: Manager | Name: |
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(Print/Type Precise Legal Name of Individual) | ||||||||
(Print/Type Precise Legal Name of Entity) | ||||||||
By: | /s/ Xxxx X. Xxxx | By: |
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(Sign Here) | (Sign Here) | |||||||
Authorized Signatory’s | Xxxx X. Xxxx | |||||||
Name: | (Print/Type Signatory’s Name) | |||||||
Title: | President | |||||||
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Address: |
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[Signature Page to Amended and Restated Investor Rights Agreement]
EXHIBIT A
SCHEDULE OF INVESTORS
Name and Address of Investor | ||||
Lilly Ventures Fund I LLC | ||||
Novartis Bioventures Ltd. | ||||
The Board of Regents of the University of Texas System | ||||
Venrock Healthcare Capital Partners II, L.P. | ||||
VHCP Co-Investment Holdings II, LLC | ||||
Xxxxxxxx Global Healthcare Master Fund, Ltd. | ||||
RA Capital Healthcare Fund, LP | ||||
ABG II-Aeglea Limited | ||||
Rock Springs Capital Master Fund XX | ||||
Xxxxx AB Investment LLC | ||||
OrbiMed Private Investments V, LP | ||||
Hornblower Capital Holdings, LLC | ||||
Hunter Family Trust | ||||
Stone Dock Investors | ||||
Xxxxxx Property Company Ltd. | ||||
Woodpecker Pharma Holdings, LLC | ||||
Athon Family Investments, L.P. | ||||
Xxxx Xxxxxxx Xxxxxxxx | ||||
Xxxxxx X. Xxxxx | ||||
Xxxxxxxxxxx Xxxxxx, Trustee, Xxxxxx | ||||
IFS Coatings, Inc. | ||||
Xxxxxx X. Xxxxxxxxx | ||||
SHKH, LLC | ||||
WSHL II, Ltd. | ||||
Xxxxx Xxxxxxxx Xxxxx |
A-1
Xx. Xxxxxx Xxxxxx | ||||
Xx. Xxxx Xxxxxx | ||||
Xxxxxxx Xxxxxx, Trustee, The Xxxxxxx Xxxxxx Separate Property Trust dated October 6, 2006 | ||||
Xxxxx X. Xxxxxxxx, Trustee, The Xxxxxxx Xxxxxxxxx Xxxxxx Trust | ||||
Xxxxx X. Xxxxxxxx, Trustee, The Xxxxx Xxxxxx Trust | ||||
Xxxxx X. Xxxxxxxx, Trustee, The Xxxx Xxxxxx Trust | ||||
Xxxx X. Xxxxxx III Rev. Trust of 2007 | ||||
Xxxxxx Xxxxxxx Xxxxx | ||||
Xxx X. Xxxxxx, as Trustee of the Xxxx Xxxxxxxx Bass 2010 Children’s Trust U/A/D 12/29/2010 | ||||
Capital Partnership (ACB), L.P. | ||||
SKM Partnership, Ltd | ||||
Xxx Xxxx | ||||
New Ground Ventures, LP | ||||
Xxxxxx Xxx Xxxxxxxx Xxxx | ||||
Xxxx Aeglea Holdings, LLC | ||||
The X’Xxxxx Family Investment Trust Xxxxxxx X. X’Xxxxx, Trustee | ||||
Xxxxxxxx X. Xxxxxxx | ||||
Xxxx X. Xxxxxx | ||||
Self Directed XXX Services, Inc. Custodian, FBO: Xxxxxxx X. York II, XXX #201419166 | ||||
Xxxxxxx X. York II | ||||
Xxxxx X. Xxxx & Xxx X. Xxxx, as Trustee of the Xxxx Family Trust Dated December 11, 1991 | ||||
Xxxxxx X. Xxxxx | ||||
Xxxxxxx X. Xxxx Beach |
A-2
Xxxxxx X. Xxxxx | ||||
The Xxxxx X. and Xxxxx X. Xxxxxxxxx Joint Trust Agreement | ||||
Xxxxx Alters and Xxxxxx Xxxxxxxxxxx Joint Tenants with Rights of Survivorship | ||||
Zuke LLC | ||||
Xxxxx X. Xxxx | ||||
The Xxxxxx/Xxxxx Revocable Trust d/t/d March 29, 2005 Xxxx X. Xxxxxx, Trustee | ||||
KBI Biopharma, Inc. |
A-3