Exhibit
10.1


 


ACUSPHERE, INC.


 


AMENDMENT
NO. 3 TO INVESTORS’ RIGHTS AGREEMENT


 


This Amendment No. 3 (the
“Amendment No. 3”) to that certain Tenth Amended and Restated Investors’
Rights Agreement dated April 11, 2003, as amended by Amendment No. 1 dated August
20, 2003 and Amendment No. 2 dated July 29, 2004 (as amended and in effect from
time to time, the “Investors’ Rights Agreement”), is effective as of
October 26, 2004 (the “Effective Date”), by and among Acusphere, Inc., a
Delaware corporation (the “Company”), and the undersigned holders of
Registrable Securities (as defined in the Investors’ Rights Agreement).


 


WHEREAS, the Company has
granted certain registration rights to holders of the Company’s Registrable
Securities as set forth in the Investors’ Rights Agreement;


 


WHEREAS, pursuant to
Section 4.7 of the Investors’ Rights Agreement, the prior written consent of
holders of at least fifty-five percent (55%) of the outstanding Registrable
Securities is required to amend the Investors’ Rights Agreement;


 


WHEREAS, the Company and
the undersigned holders, which holders hold at least fifty-five percent (55%)
of the outstanding Registrable Securities as of the date hereof, wish to amend
the Investors’ Rights Agreement in the manner set forth below;


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and conditions hereinafter set
forth and for other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the Company and the undersigned holders hereby
agree as follows:


 


1.             Amendment
of Investors’ Rights Agreement.  The
Stockholders hereby amend the Investors’ Rights Agreement as follows:


 


(a)           Section 2.1 of the Investors’ Rights
Agreement shall be amended so as to add a new defined term “Institutional
Financing” which definition shall read in its entirety as follows:


 


“(p)         The term “Institutional Financing”
means the issuance and sale by the Company of equity securities, including
securities convertible into or exercisable for the Company’s equity securities,
on an underwritten or “best efforts” basis, in a private placement or pursuant
to a registration statement under the Act, to (i) new and/or existing venture
capital, institutional and/or accredited investors, (ii) new and/or existing
venture capital, institutional and/or accredited lenders and/or equipment
lessors, or (iii) to corporate and/or strategic partners and/or collaborators
in connection with a bona fide strategic relationship with the Company.”


 


(b)           Section 2.13 of the Investors’ Rights
Agreement shall be amended so as to read in its entirety as set forth below:


 


“2.13       Limitations on Subsequent Registration
Rights.  From and after the date of
this Agreement, except in connection with an Institutional Financing Acusphere
shall not, without the prior written consent of the Holders of a majority of
the Registrable Securities then outstanding, enter into any agreement with any
holder or prospective holder of any securities of Acusphere which would allow
such holder or prospective


 





















 


holder (a) to include
such securities in any registration filed under Section 2.2 or described in
Section 2.3 hereof, unless under 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 reduce the amount of
the Registrable Securities of the Holders which are to be included or (b) to
make a demand registration which could result in such registration statement
being declared effective prior to the earlier of either of the dates set forth
in subsection 2.2(a) or within one hundred twenty (120) days of the effective
date of any registration effected pursuant to Section 2.2 or 2.4.”


 


(c)           Section 2.15 of the Investors’ Rights
Agreement shall be amended so as to read in its entirety as set forth below:


 


“2.15       Termination of Registration Rights.  No Holder shall be entitled to exercise any
right provided for in this Section 2 if there is then an active public trading
market for the Common Stock and such Holder may sell all of such Holder’s
Registrable Securities under Rule 144 promulgated under the Act in a
three-month period.  No holder shall be
entitled to exercise any right provided for in this Section 2 and this
Agreement shall automatically terminate in all respects effective December 31,
2005; provided that with respect to any
registration statement effective as of December 31, 2005 under which the
Company has registered for re-sale any of the Registrable Securities, the
Company will keep such registration statement effective until the earlier of
(a) October 7, 2008 [i.e., the
5-year anniversary of the Company’s initial public offering] or (b) until all
Registrable Securities registered under such registration statement have been
sold, subject to customary black-out periods, provided there are no more than
two such black-out periods per twelve-month period and neither black-out period
exceeds more than 45 days, unless in the good faith judgment of the Board of
Directors the sale of securities under such registration statement would be
reasonably likely to cause a violation of the Act or the 1934 Act.”


 


(d)           A new Section 2.16 of the Investors’
Rights Agreement shall be added, which section shall read in its entirety as
set forth below:


 


“2.16       Institutional Financings.  Notwithstanding anything to the contrary
contained in this Agreement, the Company is hereby expressly permitted, without
the consent of the holders of Registrable Securities, to effect Institutional
Financings from time to time and in connection with such Institutional
Financings file and take all other actions reasonably necessary or advisable in
order to effect the registration under the Act of the securities issued or
issuable in connection with such transactions by filing and effecting registration
statements with the SEC (any such registration statements being referred to
herein as “Financing Registration Statements”).  Notwithstanding anything to the contrary
contained in this Agreement, the Holders shall not be entitled:


 


(i)            to cause the Company to effect a
registration statement under the Act pursuant to Section 2.2 (Demand
Registration) or Section 2.4 (Form S-3 Registration) during the period
commencing on the date of the first public announcement of the Institutional
Financing and terminating on the day next following the date any Financing
Registration Statement effected in connection with such Institutional Financing
is first declared effective by the SEC; or


 


2





















 


(ii)           to cause the Company to include their
shares of Registrable Securities in any Financing Registration Statement
effected in connection with a Institutional Financing pursuant to Section 2.3
(Piggy-Back Registration) (and the Company shall not be obligated to provide
notice of any such Financing Registration Statement as might otherwise required
by that section).


 


(e)           A new Section 2.17 of the Investors’
Rights Agreement shall be added, which section shall read in its entirety as
set forth below:


 


“2.17       Re-Sale Registration Statements.
From time to time until December 31, 2005, the Company may (and at least once
prior to December 31, 2005 the Company shall) voluntarily propose to register
for re-sale all of the Registrable Securities held by each Holder of
Registrable Securities then entitled to exercise rights hereunder.  Holders electing to include their shares in
any such registration statement shall no longer be entitled to exercise further
rights hereunder (e.g., demand and piggy-back
registration rights) with respect to such Holder’s shares of Registrable
Securities; provided that the Company keeps any such
registration statement effective until the earlier of (a) October 7, 2008 [i.e., the 5-year anniversary of the Company’s initial public
offering] or (b) the date on which all Registrable Securities registered under
such registration statement have been sold, subject to customary black-out
periods, provided there are no more than two such black-out periods per
twelve-month period and neither black-out period exceeds more than 45 days,
unless in the good faith judgment of the Board of Directors the sale of
securities under such registration statement would be reasonably likely to
cause a violation of the Act or the 1934 Act.”


 


2.             Effectiveness.  Except as amended hereby, the Investors’
Rights Agreement shall remain in full force and effect.


 


3.             Counterparts.  This Amendment No. 3 may be executed by the
parties hereto in separate counterparts, each of which once so executed and
delivered (including by facsimile) shall be considered an original, but all
such counterparts shall together constitute one and the same instrument.


 


4.             Governing
Law.  This Amendment No. 3 shall be
governed by and construed under the laws of the Commonwealth of Massachusetts
as applied to agreements among Massachusetts residents entered into and to be
performed entirely within Massachusetts.


 


5.             Definitions.
All capitalized terms used but not specifically defined herein shall have the
same meanings given such terms in the Investors’ Rights Agreement unless the
context clearly indicates or dictates a contrary meaning.


 


6.             Successors
and Assigns.  This Amendment No. 3
shall bind and inure to the benefit of the respective heirs, personal
representatives, executors, administrators, successors and assigns of the
parties hereto.


 


7.             Notices.  All notices, requests, demands and other
communications provided for in this Amendment No. 3 shall be delivered in
compliance with Section 4.5 of the Investors’ Rights Agreement.


 


8.             Titles
and Subtitles. The titles and subtitles used in this Amendment No. 3 are
used for convenience only and are not to be considered in construing or
interpreting this Amendment No. 3.


 


3





















 


9.             Severability.  If one or more provisions of this Amendment
No. 3 are held to be unenforceable under applicable law, such provision shall
be excluded from this Amendment No. 3 and the balance of the Amendment No. 3
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.


 


4





















 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the day
first above written.


 


	
   

  	
  ACUSPHERE, INC.

  
	
   

  	
  500 Arsenal Street

  
	
   

  	
  Watertown, MA 02472

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/Sherri
  C. Oberg

  	
   

  
	
   

  	
   

  	
  Sherri C. Oberg

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  



 


 


Amendment No. 3 to Investors’ Rights Agreement


 


5





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Customs House Partners

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Eileen McCarthy

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
       Eileen
  McCarthy

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
      Under
  Power of Attorney

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Alta Communications

  	
   

  
	
   

  	
  200 Clarendon Street,
  Floor 51

  	
   

  
	
   

  	
  Boston, MA 02116

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the Effective
  Date:

  
	
   

  	
   

  
	
   

  	
  8,949 (plus 422 shares
  of common stock issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
									



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


6





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Alta V Limited
  Partnership

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: Alta Management
  Partners, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Eileen McCarthy

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
       Eileen
  McCarthy

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
      General
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Alta Communications

  	
   

  
	
   

  	
  200 Clarendon Street,
  Floor 51

  	
   

  
	
   

  	
  Boston, MA  02116

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  430,265  (plus 40,195 shares of common stock 

  	
   

  
	
   

  	
  issuable upon exercise
  of a warrant)

  	
   

  
									



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


7





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Alta V Management
  Partners, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Eileen McCarthy

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
       Eileen
  McCarthy

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
      General
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Alta Communications

  	
   

  
	
   

  	
  200 Clarendon Street,
  Floor 51

  	
   

  
	
   

  	
  Boston, MA  02116

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  77,807

  	
   

  
									



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


8





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Polaris Venture
  Partners Founders Fund, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: Polaris Venture
  Management Co, LLC

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/Kevin Littlejohn

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Kevin Littlejohn

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory
  for

  	
   

  
	
   

  	
  Polaris Venture
  Partners Founders Fund, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1000 Winter Street,
  Suite 3350

  	
   

  
	
   

  	
  Waltham, MA 02451

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  37,368  (plus 2,085 shares of common stock issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
											



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


9





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Polaris Venture
  Partners, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: Polaris Venture
  Management Co, LLC

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/Kevin Littlejohn

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Kevin Littlejohn

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory
  for

  	
   

  
	
   

  	
  Polaris Venture
  Partners, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1000 Winter Street,
  Suite 3350

  	
   

  
	
   

  	
  Waltham, MA 02451

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  623,364  (plus 34,850 shares of common stock
  issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
											



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


10





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA
  VENTURES

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/Kate
  D. Mitchell

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name: 

  	
  Kate D. Mitchell

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  950 Tower Lane, Suite
  700

  
	
   

  	
   

  	
  Foster City, CA 94404

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  1,314,164 (plus 61,811
  shares of common stock issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
								



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


11





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BA VENTURE PARTNERS II,
  INC.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Kate D. Mitchell

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Kate D. Mitchell

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Chairman of the Board

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  950 Tower Lane, Suite
  700

  
	
   

  	
   

  	
  Foster City, CA 94404

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  146,016  (plus 6,867 shares of common stock issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
							



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


12





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HBM BioVentures
  (Cayman) Ltd.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By:

  	
          /s/John
  Arnold

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
  John Arnold

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Chairman
  & Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  PO Box 30852 SMB

  	
   

  
	
   

  	
  Euoalyptus Bldg., Crewe
  Road

  	
   

  
	
   

  	
  Grand Cayman, Cayman
  Islands

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  607,206  (plus 33,9432 shares of common stock
  issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
									



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


13





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANCBOSTON VENTURES
  INC.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/Deirdre
  A. Cunnane

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
       Deirdre
  A. Cunnane

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
    Director

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  175 Federal Street, 10th
  Floor

  	
   

  
	
   

  	
  MA5-102-10-01

  	
   

  
	
   

  	
  Boston, MA  02110

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  452,414  (plus 25,290 shares of common stock
  issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
									



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


14





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     Audax
  Private Equity Fund, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: Audax Private
  Equity Business, LLC

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By: Audax Private
  Equity Business, L.P.

  
	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/Adam A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
      Adam
  A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
      Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Huntington
  Avenue

  	
   

  
	
   

  	
  Boston, MA  02199

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  506,048  (plus 27,453 shares of common stock
  issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
										



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


15





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     Audax
  Co-Invest, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: 101 Huntington
  Holdings, LLC

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/Adam A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
        Adam
  A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Huntington
  Avenue

  	
   

  
	
   

  	
  Boston, MA  02199

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  21,788  (plus 1,290 shares of common stock issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
										



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


16





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     Audax
  Trust Co-Invest, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: 101 Huntington
  Holdings, LLC

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/Adam A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
      Adam
  A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Huntington
  Avenue

  	
   

  
	
   

  	
  Boston, MA  02199

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  8,351 (plus 5 shares of
  common stock issuable

  	
   

  
	
   

  	
  upon exercise of a
  warrant)

  	
   

  
								



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


17





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     AFF
  Co-Invest, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: 101 Huntington
  Holdings, LLC

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/Adam A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
      Adam
  A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
    Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Huntington
  Avenue

  	
   

  
	
   

  	
  Boston, MA  02199

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
             8,685
  (plus 794 shares of common stock

  	
   

  
	
   

  	
  issuable upon exercise
  of a warrant)

  	
   

  
								



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


18





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     Audax
  Special Purpose Co-Invest, L.P.

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By: 101 Huntington
  Holdings, LLC

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/Adam A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
     Adam
  A. Abramson

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  101 Huntington
  Avenue

  	
   

  
	
   

  	
  Boston, MA  02199

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
                3,035
  (plus 164 shares of common stock

  	
   

  
	
   

  	
  issuable upon exercise
  of a warrant)

  	
   

  
									



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


19





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Trustees of Boston
  University

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/Martin Howard

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
       Martin
  Howard

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Assistant
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  108 Bay State
  Road

  	
   

  
	
   

  	
  Boston, MA  02225

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  192,245

  	
   

  
								



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


20





















 


	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Union Carbide Employees
  Pension Plan

  	
   

  
	
   

  	
  Name (please print)

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Evan

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  	
  Diamond Capital
  Management Inc., its

  	
   

  
	
   

  	
  Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
     Director,
  Alternative Investments

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Midland, MI

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Registrable
  Securities

  
	
   

  	
  held as of the
  Effective Date:

  
	
   

  	
   

  
	
   

  	
  445,069

  	
   

  
										



 


 


Signature page to Amendment No. 3 to Investors’
Rights Agreement


 


21