exv4w9



 







EXHIBIT 4.9




First Amendment to 

Amended and Restated Investor Rights Agreement 




     This First Amendment to the Amended and Restated Investor Rights Agreement (the
“Amendment”) is made effective as of October 31, 2005, and is entered into by and among SGX
Pharmaceuticals, Inc., a Delaware corporation, previously known as Structural GenomiX, Inc.
(the “Company”), certain holders of the Company’s Series A Preferred Stock (“Series A Preferred”),
and certain holders of the Company’s Series B Preferred Stock (“Series B Preferred”) (which parties
are hereinafter collectively referred to as the “Original Parties”).



     Whereas, the Original Parties have previously entered into that certain Amended and
Restated Investor Rights Agreement, dated April 21, 2005 (the “Investor Rights Agreement”);



     Whereas, the Company, Silicon Valley Bank (“SVB”) and Oxford Finance Corporation
(“Oxford”) have entered into a Loan and Security Agreement dated September 16, 2005 (the “Loan
Agreement”); and



     Whereas, pursuant to the Loan Agreement, the Company agreed to issue certain warrants
to SVB and Oxford and to solicit the requisite consent of the parties to the Investor Rights
Agreement to add SVB and Oxford as parties to the Investor Rights Agreement to provide such parties
with those certain incidental, or “Piggyback,” registration rights pursuant to and as set forth
therein.



     Now, therefore, in consideration of the foregoing premises and the mutual covenants
and conditions herein, the parties hereto hereby agree that:




	1.	 	Capitalized terms not defined herein shall have the meaning ascribed to them in the Investor
Rights Agreement.
	 
	2.	 	SVB and Oxford shall become parties to the Investor Rights Agreement and the definition of
“Holder” in Section 1 of the Investor Rights Agreement shall include SVB and Oxford; provided,
however, that neither SVB nor Oxford (nor any permitted transferee or assignee of SVB or
Oxford) shall be deemed a Holder for purposes of Section 2.2 or 2.4 of the Investor Rights
Agreement.
	 
	3.	 	The definition of “Registrable Securities” in Section 1.1 of the Investor Rights Agreement
shall be replaced in its entirety with the following:






     ““Registrable Securities” means the (a) Common Stock of the Company issued or
issuable upon conversion of the Shares; (b) Bridge Converted Common Stock; (c) Common
Stock of the Company issued or issuable upon conversion of the Conversion Securities
(as those securities are defined in the Convertible Promissory Note issued by the
Company to mHoldings Trust (“mHoldings”) dated December 21, 2001 (the “Millennium
Note”) (or in the event the Conversion Securities (as those securities are defined in
the Millennium Note) consist of the Company’s Common Stock, the Conversion Securities
(as those securities are defined in the Millennium Note)); (d) Common Stock of the
Company issued or issuable upon conversion of the Warrant Securities (or in the event
the Warrant



1.









 







Securities consist of the Company’s Common Stock, the Warrant Securities),
provided, however, that any such shares of Common Stock or Warrant Securities issued
upon exercise of the Lender Warrants (or upon conversion of the Warrant Securities
issued upon exercise thereof) shall not be deemed Registrable Securities for purposes
of Section 2.2 or 2.4 hereof; and (e) 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 above-described securities. Notwithstanding the
foregoing, Registrable Securities shall not include any securities sold by a person
to the public either pursuant to a registration statement or Rule 144 or sold in a
private transaction in which the transferor’s rights under Section 2 of this
Agreement are not assigned.”




	4.	 	The definition of “Shares” in Section 1.1 of the Investor Rights Agreement shall be replaced
in its entirety with the following:






     ““Shares” shall mean (a) the Series A Stock and Series B Stock now held or
hereafter acquired by the Investors listed on Exhibit A hereto and their
permitted assigns; (b) the Pre-Series B Conversion Preferred Stock held by the
Investors listed on Exhibit A hereto and their permitted assigns; (c) the
Company securities issuable upon exercise of the Warrant and the Lenders Warrants
(the “Warrant Securities”); and (d) the Conversion Securities (as those securities
are defined in the Millennium Note) issued pursuant to the Millennium Note to
mHoldings (or its permitted assigns).”




	5.	 	The following definition shall be added to Section 1.1 of the Investor Rights Agreement
immediately following the definition of “Initial Offering”:






     ““Lender Warrants” shall mean those certain warrants issued to Silicon Valley
Bank and Oxford Finance Corporation (or their respective permitted assigns) pursuant
to that certain Loan and Security Agreement dated as of September 16, 2005 by and
among the Company, Silicon Valley Bank and Oxford Finance Corporation.”




	6.	 	By executing this Amendment, each of SVB and Oxford agree to be bound by the provisions of
the Investor Rights Agreement, as amended by this Amendment (and as may be subsequently
amended from time to time), including without limitation the provisions of Section 2.13
thereof.
	 
	7.	 	This Amendment may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. Except as specifically
amended by this Amendment, the terms and conditions of the Investor Rights Agreement shall
remain unchanged and in full force and effect. This Amendment shall be governed by and
construed in accordance with the laws of the State of California as applied to contracts among
California residents entered into and performed entirely within California.





2.









 





     In Witness Whereof, the parties hereto have executed this First Amendment
to the Amended and Restated Investor Rights Agreement effective as of the day and year
first set forth above.



Company:




	 	 	 	 	 	 	 
	SGX Pharmaceuticals, Inc.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Michael Grey	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael Grey	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 	 	 
	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,	 	 
	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	By:	 	ARE-QRS CORP.,	 	 
	 	 	a Maryland corporation, general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Etsuko Mason
 

	 	 
	 

	 	 	 	Etsuko Mason	 	 
	 

	 	 	 	Vice President, Treasurer and	 	 
	 

	 	 	 	Assistant Secretary	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 






     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.





	 	 	 	 	 
	Investors /

	 	Holders:	 	 
	 
	 	 	 	 
	Name :

	 	*	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeanne Larkin Henry	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Jeanne Larkin Henry	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	Vice-President	 	 
	 

	 	 	 	 








	 	 	 	 	 
	ATLAS VENTURE FUND III, L.P.	 	 
	ATLAS VENTURE ENTREPRENEURS’ FUND III, L.P.	 	 
	By:

	 	Atlas Venture Associates III, L.P.	 	 
	 

	 	its general partner	 	 
	By:

	 	Atlas Venture Associates III, L.P.	 	 
	 

	 	its general partner	 	 
	 
	 	 	 	 
	ATLAS VENTURE FUND IV, L.P.	 	 
	ATLAS VENTURE PARALLEL FUND IV — A, C.V.	 	 
	ATLAS VENTURE PARALLEL FUND IV — B, C.V.	 	 
	ATLAS VENTURE ENTREPRENEURS’ FUND IV, L.P.	 	 
	By:

	 	Atlas Venture Associates IV, L.P.	 	 
	 

	 	its general partner	 	 
	By:

	 	Atlas Venture Associates IV, Inc.	 	 
	 

	 	its general partner	 	 











[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]




 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Bavp, L.P.
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Louis C. Bock	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Louis C. Bock	 	 
	 
	 	 	 	 
	Title:

	 	Managing Director	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Caduceus Private Investments, LP
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Eric A. Bittelman	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Eric A. Bittelman	 	 
	 
	 	 	 	 
	Title:

	 	CFO, OrbiMed Capital LLC, General Partner	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Coleman Swenson Hoffman Booth IV L.P.	 	 
	By:

	 	Its General Partner,	 	 
	 

	 	CSHB Ventures IV L.P.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Larry H. Coleman
 

Its: General Partner
	 	 
	 
	 	 	 	 
	Print Name:

	 	Larry H. Coleman	 	 
	 
	 	 	 	 
	Title:

	 	General Partner	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Walter T. Dec
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Walter T. Dec	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Walter T. Dec	 	 
	 
	 	 	 	 
	Title:

	 	Sir	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	/s/ Ken Dill Joland Schreurs
 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Ken Dill Joland Schreurs	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Frederick Frank
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Frederick Frank	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Frederick Frank	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	GC&H Investments
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ John L. Cardoza	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	John L. Cardoza	 	 
	 
	 	 	 	 
	Title:

	 	Executive Partner	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :
	 	 
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Wayne A. Hendrickson	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Wayne A. Hendrickson	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	C. S. Henney
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Christopher S. Henney	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	Chairman	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	James M. Hesbough
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ James M. Hesbough	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 




[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	/s/ Barry Honig
 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Barry H. Honig	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	Index Venture Management SA	 	 
	on behalf of	 	 
	Index Employee Investment Plan	 	 
	 
	 	 	 	 
	By:

	 	/s/ David Rimer
 

	 	 
	 
	 	 	 	 
	Print Name:

	 	David Rimer	 	 
	 
	 	 	 	 
	Title:

	 	Director	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	/s/ Joshua Lederberg
 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Charles E. Mather
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Charles E. Mather	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Charles E. Mather	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	K. Flynn McDonald
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ K. Flynn McDonald	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	K. Flynn McDonald	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Stelios Papadopoulos	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Stelios Papadopoulos	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Prospect Venture Partners, L.P.
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Alex Barkas	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Alex Barkas	 	 
	 
	 	 	 	 
	Title:

	 	Managing Member, Prospect	 	 
	 

	 	Management Co. LLC, general	 	 
	 

	 	partner of Prospect Venture	 	 
	 

	 	Partners, L.P.	 	 




[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]




 









 






     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Peter Reikes
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Peter Reikes	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Peter Reikes	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	George E. Rossmann
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ George E. Rossmann	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Rutter Investments, LP
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ William J. Rutter	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	William J. Rutter	 	 
	 
	Title:
	 	 	 	 
	 

	 	 	 	 




 [Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]



 









 





     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	William J. Rutter
 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ William J. Rutter	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	William J. Rutter	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]




 









 







     In Witness Whereof, the parties hereto have executed this First Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name:

	 	William J. Rutter Revocable Trust
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ William J. Rutter
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	William J. Rutter
	 	 
	 

	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	/s/ Andrej Sali	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ John P. Schmidt
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	John P. Schmidt
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]






 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Scinet Development & Holdings, Inc.
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ John E. Lamier
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	John E. Lamier
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	President
	 	 
	 

	 	 	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	SGC Partners I LLC
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Christopher A. White
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	Christopher A. White
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	Director
	 	 
	 

	 	 	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :

	 	Spring Creek Partners
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ Duane R. Bach
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	Duane R. Bach
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	GP
	 	 
	 

	 	 	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 	 	 
	DLJ Capital Corporation	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Vijay K. Lathi	 	 
	 	 	 	 	 
	 

	 	By:
	 	Vijay K. Lathi	 	 
	 

	 	Its:
	 	Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	DLJ ESC II, L.P.	 	 
	 

	 	By:
	 	DLJ LBO Plans Management Corporation 	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Vijay K. Lathi	 	 
	 	 	 	 	 
	 

	 	By:
	 	Vijay K. Lathi	 	 
	 

	 	Its:
	 	Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	Sprout Capital VIII, L.P.	 	 
	 

	 	By:
	 	DLJ Capital Corporation	 	 
	 

	 	Its:
	 	Managing General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Vijay K. Lathi	 	 
	 	 	 	 	 
	 

	 	By:
	 	Vijay K. Lathi	 	 
	 

	 	Its:
	 	Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	Sprout Plan Investors, L.P.	 	 
	 

	 	By:
	 	DLJ LBO Plans Management Corporation II
	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Vijay K. Lathi	 	 
	 	 	 	 	 
	 

	 	By:
	 	Vijay K. Lathi	 	 
	 

	 	Its:
	 	Attorney in Fact	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]






 









 








	 	 	 	 	 	 	 
	Sprout Venture Capital, L.P.	 	 
	 

	 	By:
	 	DLJ Capital Corporation	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Vijay K. Lathi	 	 
	 	 	 	 	 
	 

	 	By:
	 	Vijay K. Lathi	 	 
	 

	 	Its:
	 	Attorney in Fact	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	VECTOR LATER-STAGE EQUITY FUND II, L.P.
	By:

	 	VECTOR FUND MANAGEMENT II, L.L.C.	 	 
	Its:

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Barclay A. Phillips
	 	 
	 

	 	 	 	 
	 

	 	Barclay A. Phillips	 	 
	Its:

	 	Managing Director	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	VECTOR LATER-STAGE EQUITY FUND I, (QP), L.P.
		 	 
	By:

	 	VECTOR FUND MANAGEMENT II, L.L.C.	 	 
	Its:

	 	General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Barclay A. Phillips
	 	 
	 

	 	 	 	 
	 

	 	Barclay A. Phillips	 	 
	Its:

	 	Managing Director	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Name :
	 	Vulcan Ventures Inc.	 	 
	 
	 	 	 	 





	 	 	 	 	 
	By:

	 	/s/ W. Lance Conn
	 	 
	 
	 	 	 	 






	 	 	 	 	 
	Print Name:

	 	W. Lance Conn
	 	 






	 	 	 	 	 
	Title:

	 	EVP, Investment Management
	 	 






[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment
to the Amended and Restated Investor Rights Agreement effective as of the day and year
first set forth above.



	 	 	 	 	 
	Silicon Valley Bank	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Susan L. Worsham
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	Susan L. Worsham
	 	 






	 	 	 
	Title: Deal Team Leader  





	 	 	 	 	 
	Oxford Finance Corporation	 	 
	 
	 	 	 	 
	Signature:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	 	 	 
	 

	 	 	 	 





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this First Amendment
to the Amended and Restated Investor Rights Agreement effective as of the day and year
first set forth above.



	 	 	 	 	 
	Silicon Valley Bank	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Oxford Finance Corporation	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ M.J. Altenburger
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Print Name: Michael J. Altenburger	 	 






	 	 	 
	Title: Chief Financial Officer  





[Signature Page to First Amendment to Amended and Restated Investor Rights Agreement]





 









 








Second Amendment to 

Amended and Restated Investor Rights Agreement 




     This Second Amendment to the Amended and Restated Investor Rights Agreement
(the “Amendment”), is made effective as of March 27, 2006, and is entered into by and among SGX
Pharmaceuticals, Inc., a Delaware corporation, previously known as Structural GenomiX, Inc.
(the “Company”), certain holders of the Company’s Common Stock or warrants to purchase shares of
the Company’s Common Stock (which parties are hereinafter collectively referred to as the “Original
Parties”), and Novartis Pharma AG (“Novartis”).



     Whereas, the Company and the Original Parties have previously entered into that
certain Amended and Restated Investor Rights Agreement, dated April 21, 2005, as amended (the
“Investor Rights Agreement”);



     Whereas, upon the closing of the Company’s initial public offering, Sections 3 and 4
of the Investor Rights Agreement terminated and are of no further force and effect;



     Whereas, the Company and Novartis have entered into a Stock Purchase Agreement of
even date herewith (the “Purchase Agreement”) and the Company and Novartis Institutes for
Biomedical Research, Inc. have entered into a License and Collaboration Agreement of even date
herewith; and



     Whereas, pursuant to the Purchase Agreement, the Company has agreed to sell and issue
$5,000,000 of the Company’s Common Stock to Novartis and to add Novartis as a party to the Investor
Rights Agreement to provide Novartis certain registration rights pursuant to and as set forth
therein.



     Now, therefore, in consideration of the foregoing premises and the mutual covenants
and conditions herein, the parties hereto hereby agree that:




	1.	 	Capitalized terms not defined herein shall have the meaning ascribed to them in the Investor
Rights Agreement.






	2.	 	The Company and the Original Parties holding the requisite 66-2/3% of the Registrable
Securities hereby agree to amend the Investor Rights Agreement as set forth in this Amendment,
and such Original Parties further hereby consent to and waive their rights under Section 2.12
of the Investor Rights Agreement and under any other applicable provision of the Investor
Rights Agreement with respect to the registration rights granted to Novartis as set forth
herein.






	3.	 	Novartis shall become a party to the Investor Rights Agreement and the definition of “Holder”
in Section 1 of the Investor Rights Agreement shall include Novartis, for all purposes under
the Investor Rights Agreement.






	4.	 	The definition of “Registrable Securities” in Section 1.1 of the Investor Rights Agreement
shall be replaced in its entirety with the following:






     ““Registrable Securities” means the (a) Common Stock of the Company issued or
issuable upon conversion of the Shares; (b) Bridge Converted Common Stock; (c) Common
Stock of the Company issued or issuable upon conversion of the



1









 






Conversion Securities (as those securities are defined in the Convertible
Promissory Note issued by the Company to mHoldings Trust (“mHoldings”) dated December
21, 2001 (the “Millennium Note”) (or in the event the Conversion Securities (as those
securities are defined in the Millennium Note) consist of the Company’s Common Stock,
the Conversion Securities (as those securities are defined in the Millennium Note));
(d) Common Stock of the Company issued or issuable upon conversion of the Warrant
Securities (or in the event the Warrant Securities consist of the Company’s Common
Stock, the Warrant Securities), provided, however, that any such shares of Common
Stock or Warrant Securities issued upon exercise of the Lender Warrants (or upon
conversion of the Warrant Securities issued upon exercise thereof) shall not be
deemed Registrable Securities for purposes of Section 2.2 or 2.4 hereof; (e) the
637,755 shares of Common Stock of the Company (the “Novartis Shares”) issued to
Novartis Pharma AG (“Novartis”); and (f) 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 above-described securities. Notwithstanding the
foregoing, Registrable Securities shall not include any securities sold by a person
to the public either pursuant to a registration statement or Rule 144 or sold in a
private transaction in which the transferor’s rights under Section 2 of this
Agreement are not assigned.”




	5.	 	The word and number “ninety (90)” set forth in Section 2.4(c) of the Investor Rights
Agreement are hereby deleted in their entirety and replaced with the word and number “sixty
(60)”.






	6.	 	Section 2.6(a) of the Investor Rights Agreement is hereby deleted and replaced in its
entirety with the following:






         “(a) Prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration statement
to become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement
effective for up to one hundred twenty (120) days (or, in the case of a Registration
Statement on Form S-3, one hundred eighty (180) days) or, if earlier, until the
Holder or Holders have completed the distribution related thereto.”




	7.	 	A new sentence is hereby added before the last sentence of Section 2.11 of the Investor
Rights Agreement which reads as follows:






         “Notwithstanding the foregoing, to the extent any amendment or waiver pursuant
to this Section 2.11 would adversely affect the rights of Novartis, such amendment or
waiver shall not be effective against Novartis without the prior written consent of
Novartis; provided, however, that a waiver of any provision of Section 2.3 (Piggyback
Registrations) shall not require the prior written consent of Novartis unless such
waiver would adversely affect the rights of Novartis in a disproportionate manner
than the rights of the other Holders hereunder.”




	8.	 	A new subsection 5.6(e) of the Investor Rights Agreement is hereby added which reads as
follows:




2









 












     “(e) To the extent any amendment or waiver of this Agreement would adversely
affect the rights of Novartis, such amendment or waiver shall not be effective
against Novartis without the prior written consent of Novartis; provided, however,
that a waiver of any provision of Section 2.3 (Piggyback Registrations) shall not
require the prior written consent of Novartis unless such waiver would adversely
affect the rights of Novartis in a disproportionate manner than the rights of the
other Holders hereunder.”




	9.	 	By executing this Amendment, Novartis agrees to be bound by the provisions of the Investor
Rights Agreement, as amended by this Amendment (and as may be subsequently amended from time
to time, subject to Section 5.6(e)), including without limitation the provisions of Section
2.13 thereof.
	 
	10.	 	Notwithstanding Section 2.7 of the Investor Rights Agreement, all registration rights granted
to Novartis under Section 2 of the Investor Rights Agreement shall terminate and be of no
further force and effect at the earlier of (a) five (5) years after the date of the Company’s
Initial Offering or (b) after the Company’s Initial Offering, at such time as (i) Novartis is
entitled to sell all of its shares pursuant to SEC Rule 144(k) and (ii) Novartis owns less
than one percent (1%) of the Registrable Securities.






	11.	 	The Company hereby acknowledges that, as a result of the 1-for-2 reverse stock split of the
Company’s Common Stock effected in January 2005, the number of shares of Registrable
Securities set forth in Section 2.10 of the Investor Rights Agreement is equal to 6,322 shares
of Registrable Securities as of the date hereof.






	12.	 	Notwithstanding Section 5.8 of the Investor Rights Agreement, all notices to Novartis
required or permitted hereunder or under the Investor Rights Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to Novartis; (b) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of the recipient;
if not, then on the next business day; (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid; or (d) three (3) days after
deposit with a nationally recognized overnight courier, specifying next or two-day delivery,
with written verification of receipt. All communications to Novartis shall be sent to the
address as set forth on the signature pages hereof or at such other address as Novartis may
designate by ten (10) days advance written notice to the Company.






	13.	 	This Amendment may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. Except as specifically
amended by this Amendment, the terms and conditions of the Investor Rights Agreement shall
remain unchanged and in full force and effect. This Amendment shall be governed by and
construed in accordance with the laws of the State of California as applied to contracts among
California residents entered into and performed entirely within California.




3









 











     In Witness Whereof, the parties hereto have executed this Second Amendment
to the Amended and Restated Investor Rights Agreement effective as of the day and year
first set forth above.



	 	 	 	 
	Company:	
	 
	 	 	
	SGX Pharmaceuticals, Inc.	
	 
	 	 	
	By:

	 	/s/ Michael Grey	
	 
	 	 	 
	 
	 	 	
	Name:

	 	M G Grey	
	 
	 	 	 
	 
	 	 	
	Title:

	 	President and CEO	






[Signature Page
 to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 
	Novartis Pharma AG
	 
	 	 
	Signature:
/s/ Joseph E.
Mamie                    

	 	Signature: /s/ Dr. Matthias
S.
Runge                    
	 
	 	 
	Print Name: Joseph E. Mamie

	 	Print Name: Dr. Matthias S. Runge
	 
	 	 
	Title: Head Operational Treasury

	 	Title: Head Legal Pharma Ophthalmics &
	 

	 	          Oncology Region Europe






	 	 	 	 	 
	Address:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





[Signature
Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 








     In Witness Whereof, the parties hereto have executed this Second Amendment to the
Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 
	Investors/Holders:

	 

	Entity
Name: Millennium Pharmaceuticals,
Inc.               

	 

	By: /s/ Joel Goldberg                                                          

	 

	Print Name: Joel Goldberg

	 

	Title: Assoc. General Counsel







[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 	 	 
	Investors/Holders:
	 	 	 	 
	 
	 	 	 	 
	Entity Name:	 	ATLAS VENTURE FUND III, L.P.
	 	 	ATLAS VENTURE
ENTREPRENEURS’ FUND III, L.P.
	 	 	 
	 

	 	By:
	 	Atlas Venture Associates III, L.P.
	 

	 	 	 	its general partner
	 

	 	By:
	 	Atlas Venture Associates III, L.P.
	 

	 	 	 	its general partner
	By:
/s/ Axel
Bicham                                                    
	 	 	 	 
	 
	 	 	 	 
	Print Name: Axel Bicham
	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 	 	ATLAS VENTURE FUND IV, L.P.
	 	 	ATLAS VENTURE PARALLEL
FUND IV – A, C.V.
	 	 	ATLAS VENTURE
ENTREPRENEURS’ FUND IV, L.P.
	 	 	
By:	 	Atlas Venture Associates IV, L.P.
	 

	 	 	 	its general partner
	 

	 	By:
	 	Atlas Venture Associates IV, Inc.
	 

	 	 	 	its general partner






[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 
	Investors/Holders:

	 

	Entity Name: BAVP, L.P.                                             

	 

	By:
/s/ Louis C.
Bock                                                    

	 

	Print Name: Louis C. Bock

	 

	Title: Managing Director







[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 
	Investors/Holders:
	 
	 	 
	Entity
Name: Sprout Capital VIII,
L.P.                
	 
	 	 
	SPROUT CAPITAL VIII, L.P.
	By:

	 	DLJ Capital Corporation
	Its:

	 	Managing General Partner
	 
	 	 
	By:

	 	/s/ Vijay K.
Lathi                                              
	 

	 	Vijay K. Lathi
	 

	 	Attorney in Fact






[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 
	Investors/Holders:
	 
	 	 
	Entity
Name: Sprout Venture Capital,
L.P.                
	 
	 	 
	SPROUT VENTURE CAPITAL, L.P.
	By:

	 	DLJ Capital Corporation
	Its:

	 	General Partner
	 
	 	 
	By:

	 	/s/ Vijay K.
Lathi                                                      
	 

	 	Vijay K. Lathi
	 

	 	Attorney in Fact






[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 
	Investors/Holders:
	 
	 	 
	Entity
Name: Sprout Plan Investors,
L.P.                  
	 
	 	 
	SPROUT PLAN INVESTORS, L.P.
	By:

	 	DLJ LBO Plans Management Corporation II
	Its:

	 	General Partner
	 
	 	 
	By:

	 	/s/ Vijay K.
Lathi                                                     
	 

	 	Vijay K. Lathi
	 

	 	Attorney in Fact






[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 








In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.



	 	 	 
	Investors/Holders:
	 
	 	 
	Entity
Name : DLJ ESC II,
L.P.                                         
	 
	 	 
	DLJ ESC II, L.P.
	By:

	 	DLJ LBO Plans Management Corporation
	Its:

	 	General Partner
	 
	 	 
	By:

	 	/s/ Vijay K. Lathi                                                            
	 

	 	Vijay K. Lathi
	 

	 	Attorney in Fact






[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 
	Investors/Holders:
	 
	 	 
	Entity
Name : DLJ Capital
Corporation             
	 
	 	 
	DLJ CAPITAL CORPORATION
	 
	 	 
	By:

	 	/s/ Vijay K. Lathi                                             
	 

	 	Vijay K. Lathi
	 

	 	Attorney in Fact






[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




	 	 	 	 	 
	Investors/Holders:	 	 
	 
	 	 	 	 
	Entity Name : 
	 	 	 	 
	 

	 	 	 	 





	 
	By:
/s/ Alex
Barkas                  
                   
                   
                   

	 

	Print Name: Alex Barkas

	 

	Title: Managing Member of the General Partner of

	          Prospect Venture Partners







[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]





 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




Investors/Holders:




Entity Name : Index venture Associates I Limited As General Partner of


Index Ventures I (jersey) L.P.

Index Ventures I (Delaware) L.P.

Index Ventures I Parallel Entrepreneur Fund (Jersey) L.P.




Index Ventures I (SLP) Limited As General Partner of 




Index Ventures I GMBH & co KG




By: /s/ Kate Wilson                              




Print Name: Kate Wilson




Title: Director




[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]




 









 







In Witness Whereof, the parties hereto have executed this Second Amendment to
the Amended and Restated Investor Rights Agreement effective as of the day and year first set
forth above.




Investors/Holders:




Entity Name : Index Venture Management SA               




By: /s/
Neil Rimer/Nunu
Tadesse                                          




Print Name: Neil Rimer/Nunu Tadesse




Title: Directors




[Signature Page to Second Amendment to Amended and Restated Investor Rights Agreement]