EX-10.19



 Exhibit 10.19 

Akebia Therapeutics, Inc. 

AMENDED AND RESTATED PARTIAL RECOURSE PROMISSORY NOTE 
  

			
	$96,026.84	  	Cincinnati, Ohio
		  	June 15, 2013    

 FOR VALUE RECEIVED, Joseph Gardner (“Borrower”) promises to pay to Akebia
Therapeutics, Inc., a Delaware corporation (“Lender”), or order, the principal sum of $96,026.84 with interest as set forth below, both principal and interest payable in lawful money of the United States of America, at such place as
Lender may designate in writing. 
 The principal and interest shall be due and payable as follows: 

Interest shall accrue at the rate of six percent (3%) per annum from the date hereof up to and through the Maturity date (as
defined herein). The entire aggregate unpaid principal balance and interest shall be due and payable on the first to occur of (a) the consummation of Lender’s first underwritten public offering of its Common Stock (other than a
registration statement relating either to the sale of securities to employees of Lender pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the consummation of a
“Deemed Liquidation Event” and distribution of proceeds to or escrow for the benefit of the stockholders of Lender in accordance with Lender’s certificate of incorporation as in
effect and amended from time to time; or (c) June 15, 2023 (the date of whichever such event occurs first being the “Maturity Date” of the Note). 

The Note may be prepaid in full or in part at any time without penalty or premium; provided, however, that partial prepayments shall be applied first to the
payment of interest accrued to the date of such prepayment and then to the payment of principal. 
 All parties to this Note, including maker and any
sureties, endorsers or guarantors, hereby waive protest, presentment, notice of dishonor and notice of acceleration of maturity and agree to continue to remain bound for the payment of principal, interest and all other sums due under this Note,
notwithstanding any change or changes by way of any extension or extensions of time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change or changes and agree that the same may be made
without notice or consent of any of them. 
 As an inducement for Lender to accept from Borrower this Note and as collateral security for the payment
of any and all indebtedness and liabilities whatsoever of Borrower to Lender evidenced by this Note, the parties hereto have executed a certain Stock Pledge Agreement of even date herewith (the “Pledge Agreement”), pursuant to which
Borrower has delivered, assigned and pledged to Lender and has granted to Lender a first priority security interest in 6,401,788 shares of Common Stock of Lender owned by Borrower (the “Stock”). 

Upon default of Borrower in the payment of any indebtedness under this Note, Lender’s sole recourse with respect to fifty percent (50%) of the sum
of (a) unpaid principal of this Note, (b) accrued but unpaid interest on this Note, and (c) collection costs including attorneys’ fees in 







 
connection therewith (the “Non-Recourse Portion”) shall be to exercise its rights under the Pledge Agreement. Liability of Borrower under the Non-Recourse Portion of this
Note is limited to the shares held by Lender pursuant to the Pledge Agreement, and in no event shall Borrower be liable on the Non-Recourse Portion of this Note for any deficiency resulting from any sale of shares pursuant to the Pledge Agreement,
nor shall any action or proceeding be brought by Lender against Borrower to recover judgment against Borrower upon the Non-Recourse Portion of this Note or the Pledge Agreement. Upon default of Borrower in the payment of any indebtedness under this
Note, Borrower shall be fully liable for all amounts due under this Note other than the Non-Recourse Portion. 
 At the sole and absolute discretion
of Borrower, Borrower may elect to repay some or all of the amounts due and owing hereunder, at any time and from time to time, whether in the event of Default or otherwise, and without the requirement of Lender’s consent or approval, by
putting to Lender that number of shares of Stock equal to the amount of such repayment, based upon a price per share of the Stock equal to the fair market value thereof as determined in the most recent third-party appraisal thereof. 

This Note amends, restates, and supersedes in all respects that certain Partial Recourse Promissory Note by Joseph Gardner to Lender dated as of June 15,
2011 with respect to the time period beginning on June 15, 2013 and ending on the Maturity Date. 
 This Note is to be governed and construed in
accordance with the laws of the State of Delaware. 
 IN TESTIMONY WHEREOF, the undersigned has executed this instrument the day and year first above
written. 
  

	
	/s/ Joseph H. Gardner
	Borrower (Print Name): Joseph Gardner



  
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 Akebia Therapeutics, Inc. 

AMENDED AND RESTATED STOCK PLEDGE AGREEMENT 

THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (the “Agreement”) is made as of this 15th day of June 2013, by and
between Joseph Gardner (“Pledgor”), and Akebia Therapeutics, Inc., a Delaware corporation (“Lender”). 

WHEREAS, Lender has extended a loan to Pledgor in the principal amount of $96,026.84 (the “Loan”), which Loan is
evidenced by a promissory note in favor of Lender dated as of June 15, 2011 (the “Prior Note”),; and 

WHEREAS, the parties have agreed to amend and restate the Prior Note with the promissory note in favor of Lender dated as of
June 15, 2013 (the “Note”); and 
 WHEREAS, to secure the payment and performance of all obligations
under the terms and conditions of the Note, the Parties wish to amend and restate that certain Stock Pledge Agreement by and between Joseph Gardner and Lender dated June 15, 2011 (the “Prior Stock Pledge Agreement”) with this
Agreement, the terms of which amend, restate and supersede in all respects the Prior Stock Pledge Agreement, and under which Pledgor pledges to Lender all of Pledgor’s right, title and interest in the capital stock of Lender owned by Pledgor
and listed on Exhibit A hereto (the “Stock”). 
 NOW, THEREFORE, the parties hereto agree as follows: 

1. Warranty. Pledgor hereby represents and warrants to Lender that except for the security interest created hereby, Pledgor owns the
Stock free and clear of all liens, charges and encumbrance s, that the Stock is duly issued, fully paid and nonassessable, and that Pledgor has the unencumbered right to pledge the Stock. 

2. Security Interest. Pledgor hereby unconditionally grants and assigns to Lender, its successors and assigns, a continuing security
interest in the security title to the Stock. Pledgor has delivered to and deposited with Lender herewith all of Pledgor’s right, title and interest in and to the Stock, together with certificates representing the Stock and stock powers endorsed
in blank by Pledgor, as security for payment and performance of all obligations of Pledgor to Lender under the Note or any extension, renewal, amendment or modification of the Note, however created, acquired, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to become due. Beneficial ownership of the Stock, including, without limitation, all voting, consensual and dividend rights, shall remain in Pledgor until the occurrence of a
Default under the terms hereof (as defined in Section 4 below). 
 3. Additional Shares. In the event that, during the term of
this Agreement: 
 (a) any stock dividend, stock split, reclassification, readjustment or other change is declared or made in the capital
structure of Lender, all new, substituted and additional shares, or other securities, issued by reason of any such change and received by Pledgor or to which Pledgor shall be entitled shall be immediately delivered to Lender, together with stock
powers endorsed in blank by Pledgor, and shall thereupon constitute Stock to be held by Lender under the terms of this Agreement ; and 

  
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 (b) subscriptions, warrants or any other rights or options are issued in connection with the
Stock, all new stock or other securities acquired through such subscriptions, warrants, rights or options by Pledgor shall be immediately delivered to Lender and shall thereupon constitute Stock to be held by Lender under the terms of this
Agreement. 
 4. Default. Failure of Pledgor to pay any amount of principal or interest when due pursuant to the terms of the
Note or a default by Pledgor under this Agreement shall constitute a default under the terms of this Agreement (any of such occurrences being hereinafter referred to as a “Default”). Upon the occurrence of a Default, Lender may take
the actions described in the following sentence and thereafter, or may elect, as its sole recourse hereunder and under the Note and full remedy hereunder and thereunder, in full settlement and repayment of all amounts due and owing under the Note
(the “Obligations”), and without the requirement of Pledgor’s consent or approval, to redeem that number of shares of Stock equal to the amount of the Obligations (or, if the Obligations exceed the total value of the Stock,
then all of the Stock), based upon a price per share of the Stock equal to the fair market value thereof as determined in the most recent third-party appraisal thereof. Alternatively, Lender may sell or make other commercially reasonable disposition
of the Stock or any portion thereof after ten (10) business days’ written notice to Pledgor, and Lender may purchase the Stock or any portion thereof at any public sale. The proceeds of the public or private sale or other disposition shall
be applied (i) to the costs incurred in connection with the sale; (ii) to any unpaid interest which may have accrued on any obligations secured hereby; (iii) to any unpaid principal; and (iv) to damages incurred by Lender by
reason of any breach of the obligations secured against hereby, in such order as Lender may determine but in any event the proceeds shall be applied first to the Non-Recourse Portion of the Note (as defined in the Note) and then to the balance of
the sums due under the Note, and any remaining proceeds shall be paid over to Pledgor or others as law provides. Pledgor shall not be liable to Lender for any deficiency in the Non-Recourse Portion of the Note in the event the proceeds of the sale
or other disposition of the Stock are insufficient to pay such expenses, interest, principal, obligations and damages. 
 5.
Additional Rights of Secured Parties. In addition to other rights and privileges under this Agreement, Lender shall have the rights, powers and privileges of secured parties under the Uniform Commercial Code. 

6. Return of Stock to Pledgor. Upon payment in full of all principal and interest on the Note, Lender shall return to Pledgor all of
the then remaining Stock and all rights received by Lender as agent for Pledgor as a result of its possessory interest in the Stock. 
 7.
Voting Rights. Pledgor shall retain all rights to vote the Stock until such time as Lender either cancels or sells the Stock after a Default under the Note. 

  
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 8. Notices. All notices and other communications required or permitted hereunder shall be
in writing and, if mailed by prepaid certified mail, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be
delivered by hand, by facsimile or by email, in which event such notice shall be deemed effective when delivered. Notice of change of address for notice shall also be governed by this Section. Notices shall be addressed as follows: 

 

			
	If to Pledgor:	  	Name: Joseph Gardner
		  	Mailing Address: 4060 Boomer
		  	Cincinnati, OH 45247
		
	If to Lender:	  	Akebia Therapeutics, Inc.
		  	Attention: CFO
		  	Mailing Address: 9987 Carver Road
		  	Cincinnati, OH 45242
		  	Email: afishman@ akebia.com
		
		  	 With a copy to:
 Thompson Hine LLP

Attention: David J. Willbrand
 312 Walnut Street, Suite 1400

Cincinnati, Ohio 45202
 Facsimile: (513) 241-4771

Email: David.Willbrand@ThompsonHine.com


 9. Binding Agreement. The provisions of this Agreement shall be construed and interpreted, and all
rights and obligations of the parties hereto determined, in accordance with the laws of the State of Delaware. This Agreement, together with all documents referred to herein, constitutes the entire agreement between Pledgor and Lender with respect
to the matters addressed herein and may not be modified except by a writing executed by Lender and Pledgor. This Agreement may be executed in multiple counterparts and by facsimile or PDF, each of which shall be deemed an original but all of which,
taken together, shall constitute one and the same instrument. 
 10. Severability. If any paragraph or part thereof shall for any
reason be held or adjudged to be invalid, illegal or unenforceable by any court of competent jurisdiction, such paragraph or part thereof so adjudicated invalid, illegal or unenforceable shall be deemed separate, distinct and independent, and the
remainder of this Agreement shall remain in full force and effect and shall not be affected by such holding or adjudication . 
 11.
Assignability. This Agreement, and the rights and obligations of Lender hereunder, may be assigned by Lender to any person or entity to which the Note is transferred by Lender, and such transferee shall be deemed the
“Lender’’ for purposes of this Agreement; provided that the transferee provides written notice of such assignment to Pledgor and agrees to be bound by the terms of this Agreement. 

Signature Page Follows 

  
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 IN WITNESS WHEREOF, the undersigned have hereunto set their hands, by and through their duly
authorized officers, as of the day and year first above written. 
  

					
	 Pledgor:
	 	 /s/ Joseph H. Gardner

		 	Joseph Gardner, CEO
		
	 Lender:
	 	Akebia Therapeutics, Inc.
			
		 	By:	 	 /s/ Anupam Dalal

		 	Its:	 	CFO

  
  
  

 

  
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 Exhibit 10.19 

Exhibit A 
 STOCK
CERTIFICATE NUMBERS 
  

									
	 Number
	  	 Owner
	  	 Class of Shares
	  	Number of Shares
Represented	 
	 12
	  	Joseph Gardner	  	Common	  	 	2,080,557	  
	 13
	  	Joseph Gardner	  	Common	  	 	1,485,714	  
	 14
	  	Joseph Gardner	  	Common	  	 	2,835,518