Exhibit 10.27

 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

 

WARRANT TO PURCHASE STOCK

 

Company: Vitae Pharmaceuticals, Inc., a Delaware corporation

Number of Shares: 229,167, subject to adjustment

Type/Series of Stock: Series D Convertible Preferred Stock, $0.0001 par value per share

Warrant Price: $1.20 per Share, subject to adjustment

Issue Date: December 22, 2011

Expiration Date: December 21, 2021            See also Section 5.1(b).



Credit Facility:  This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date herewith among Oxford Finance LLC, Silicon Valley Bank and the Company (as amended and/or modified and in effect from time to time, the “Loan Agreement”).

 

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LLC (“Oxford” and, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

 

SECTION 1. EXERCISE.

 

1.1          Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

 

1.2          Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

 

X = Y(A-B)/A

 

Where:

 











 

	
 
    	
X
    	
=
    	
the number of Shares to be issued to the Holder;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Y
    	
=
    	
the number of Shares with respect to which this Warrant is being   exercised (inclusive of the Shares surrendered to the Company in payment of   the aggregate Warrant Price);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
A
    	
=
    	
the Fair Market Value (as determined pursuant to Section 1.3   below) of one Share; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
B
    	
=
    	
the Warrant Price.
    


 

1.3          Fair Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

 

1.4          Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

 

1.5          Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

 

1.6          Treatment of Warrant Upon Acquisition of Company.

 

(a)           Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or

 

2











 

successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power; provided, that “Acquisition” shall not include a transaction or series of related transactions the primary purpose of which is a bona fide equity financing of the Company.

 

(b)           Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

 

(c)           The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

 

(d)           Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

 

(e)           As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months and one day following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.

 

 

3











 

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

 

2.1          Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

 

2.2          Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

 

2.3          Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

 

2.4          Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner, if any, then set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

 

2.5          No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

 

4











 

2.6          Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

 

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

 

3.1          Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

 

(a)           The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

 

(b)           All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance in accordance with the terms of this Warrant, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

 

(c)           The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

 

3.2          Notice of Certain Events. If the Company proposes at any time to:

 

(a)           declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

 

(b)           offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

 

(c)           effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

 

(d)           effect an Acquisition or to liquidate, dissolve or wind up; or

 

(e)           effect an IPO;

 

then, in connection with each such event, the Company shall give Holder:

 

(1) in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier to occur of the effective date thereof or 

 

5











 

the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any;

 

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

 

(3)-with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

 

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

 

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

 

The Holder represents and warrants to the Company as follows:

 

4.1          Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

 

4.2          Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

 

4.3          Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

 

6









 

4.4          Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

 

4.5          The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

 

4.6          Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.12 of that certain Amended and Restated Investor Rights Agreement dated October 2, 2008 by and among the Company and the other parties named therein, as amended and/or restated and in effect from time to time.

 

4.7          No Shareholder Rights. Without limiting any provision of this Warrant, Holder agrees that it shall have no rights as a shareholder of the Company until exercise of this Warrant.

 

SECTION 5. MISCELLANEOUS.

 

5.1          Term; Automatic Cashless Exercise Upon Expiration.

 

(a)           Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter.

 

(b)           Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

 

5.2          Legends.  Each certificate evidencing Shares (and each certificate evidencing securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

 

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO OXFORD FINANCE LLC DATED DECEMBER 22, 2011, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH

 

7











 

OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

 

5.3          Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that such affiliate is an “accredited investor” as defined in Regulation D promulgated under the Act.

 

5.4          Transfer Procedure. Following the issuance of this Warrant to Oxford, Oxford may transfer same in whole or in part to one or more affiliates of Oxford, and in connection with any such transfer Oxford and the affiliate transferee shall execute and deliver to the Company an Assignment substantially in the form of Appendix 2 hereto. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, such Oxford affiliate and any subsequent Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant (or the securities issued upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, such Oxford affiliate or any subsequent Holder will give the Company written notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent Holder shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

 

5.5          Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

 

Oxford Finance LLC

Attn: Mr. John Henderson, Vice President and General Counsel

133 North Fairfax Street

Alexandria, VA 22314

Facsimile: 703-519-5225

Email address: jhenderson@oxfordfinance.com

 

8











 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

 

Vitae Pharmaceuticals, Inc.

Attn: Tina Fiumenero, Chief Financial Officer

502 West Office Center Drive

Fort Washington, PA 19034

Facsimile: (215) 461-2006

Email: tfiumenero@vitaerx.com

 

With a copy (which shall not constitute notice) to:

 

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Attn: Jay K. Hachigian

850 Winter Street

Waltham, MA 02251

Facsimile: (781) 622-1622

Email: hach@gunder.com

 

5.6          Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

 

5.7          Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

 

5.8          Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

 

5.9          Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law.

 

5.10        Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

 

5.11        Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Oxford is closed.

 

[Remainder of page left blank intentionally]
 [Signature page follows]

 

9











 

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

 

	
“COMPANY”
    	
 
    
	
 
    	
 
    
	
VITAE PHARMACEUTICALS, INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Tina Fiumenero
    	
 
    
	
 
    	
 
    	
 
    
	
Name: 
    	
Tina Fiumenero
    	
 
    
	
 
    	
(Print)
    	
 
    
	
Title: 
    	
CFO
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
“HOLDER”
    	
 
    
	
 
    	
 
    	
 
    
	
OXFORD FINANCE LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ John G. Henderson
    	
 
    
	
 
    	
 
    	
 
    
	
Name:
    	
John G. Henderson
    	
 
    
	
 
    	
(Print)
    	
 
    
	
Title:
    	
Vice President & General Counsel
    	
 
    


 

10











 

APPENDIX 1



NOTICE OF EXERCISE

 

1.             The undersigned Holder hereby exercises its right purchase               shares of the Common/Series                    Preferred [circle one] Stock of                        (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

 

o                                    check in the amount of $                  payable to order of the Company enclosed herewith

 

o                                    Wire transfer of immediately available funds to the Company’s account

 

o                                    Cashless Exercise pursuant to Section 1.2 of the Warrant

 

o                                    Other [Describe]

 

2.             Please issue a certificate or certificates representing the Shares in the name specified below:

 

	
 
    	
 
    	
 
    
	
 
    	
Holder’s Name
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
(Address)
    	
 
    


 

3.             By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

 

	
 
    	
HOLDER:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
(Date):
    	
 
    


 











 

APPENDIX 2

 

FORM OF ASSIGNMENT

 

For value received, Oxford Finance LLC hereby sells, assigns and transfers unto

 

	
 
    	
Name: [OXFORD TRANSFEREE]
    	
 
    
	
 
    	
Address:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Tax ID:
    	
 
    	
 
    


 

that certain Warrant to Purchase Stock issued by [BORROWER] (the “Company”), on [ISSUE DATE] (the “Warrant”) together with all rights, title and interest therein.

 

	
 
    	
OXFORD FINANCE LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
 
    	
 
    	
 
    
					


 

By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof.

 

	
 
    	
[OXFORD TRANSFEREE]
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 











 

SCHEDULE 1

Company Capitalization Table

See attached

 










 

Vitae Pharmaceuticals, Inc.
 Capitalization Table

 

	
 
    	
 
    	
Common
    	
 
    	
Series A-1
    	
 
    	
Series A-2
    	
 
    	
Series B
    	
 
    	
Series C
    	
 
    	
Series D
    	
 
    	
Total Stock
    	
 
    	
Issued
    	
 
    	
 
    	
 
    	
Fully
    	
 
    	
% of Total
    	
 
    	
% Fully
    	
 
    
	
Stockholder Name
    	
 
    	
Stock
    	
 
    	
Preferred
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Outstanding
    	
 
    	
Warrants
    	
 
    	
Options
    	
 
    	
Diluted
    	
 
    	
Outstanding
    	
 
    	
Diluted
    	
 
    
	
Prospect Venture   Partners, L.P.
    	
 
    	
725,000
    	
 
    	
0
    	
 
    	
4,000,000
    	
 
    	
2,352,941
    	
 
    	
0
    	
 
    	
 
    	
 
    	
7,077,941
    	
 
    	
0
    	
 
    	
0
    	
 
    	
9,103,466
    	
 
    	
3.19
    	
%
    	
3.27
    	
%
    
	
L.P.
    	
 
    	
725,000
    	
 
    	
0
    	
 
    	
4,000,000
    	
 
    	
35,196,232
    	
 
    	
1,769,832
    	
 
    	
 
    	
 
    	
41,691,064
    	
 
    	
0
    	
 
    	
0
    	
 
    	
43,716,589
    	
 
    	
18.78
    	
%
    	
15.70
    	
%
    
	
Prospect Venture   Partners, L.P., as Nominee
    	
 
    	
725,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
725,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
725,000
    	
 
    	
0.33
    	
%
    	
0.26
    	
%
    
	
Prospect Venture   Partners II, L.P.,
    	
 
    	
725,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
725,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
725,000
    	
 
    	
0.33
    	
%
    	
0.26
    	
%
    
	
Venrock   Associates
    	
 
    	
0
    	
 
    	
0
    	
 
    	
738,000
    	
 
    	
5,223,726
    	
 
    	
213,574
    	
 
    	
 
    	
 
    	
6,175,300
    	
 
    	
0
    	
 
    	
0
    	
 
    	
6,549,009
    	
 
    	
2.78
    	
%
    	
2.35
    	
%
    
	
Venrock   Associates III, L.P.
    	
 
    	
0
    	
 
    	
0
    	
 
    	
3,280,000
    	
 
    	
23,216,563
    	
 
    	
949,217
    	
 
    	
 
    	
 
    	
27,445,780
    	
 
    	
0
    	
 
    	
0
    	
 
    	
29,106,710
    	
 
    	
12.37
    	
%
    	
10.46
    	
%
    
	
Venrock   Entrepreneurs Fund III, L.P.
    	
 
    	
0
    	
 
    	
0
    	
 
    	
82,000
    	
 
    	
580,415
    	
 
    	
23,730
    	
 
    	
 
    	
 
    	
686,145
    	
 
    	
0
    	
 
    	
0
    	
 
    	
727,668
    	
 
    	
0.31
    	
%
    	
0.26
    	
%
    
	
New Enterprise   Associates 10, Limited Partnership
    	
 
    	
0
    	
 
    	
0
    	
 
    	
3,975,000
    	
 
    	
34,018,358
    	
 
    	
1,349,918
    	
 
    	
 
    	
 
    	
39,343,276
    	
 
    	
0
    	
 
    	
0
    	
 
    	
41,356,141
    	
 
    	
17.73
    	
%
    	
14.86
    	
%
    
	
NEA Ventures   2001 Limited Partnership
    	
 
    	
0
    	
 
    	
0
    	
 
    	
25,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
25,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
37,660
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
G&H Partners
    	
 
    	
0
    	
 
    	
0
    	
 
    	
100,000
    	
 
    	
102,447
    	
 
    	
0
    	
 
    	
 
    	
 
    	
202,447
    	
 
    	
0
    	
 
    	
0
    	
 
    	
253,085
    	
 
    	
0.09
    	
%
    	
0.09
    	
%
    
	
Intel Capital   Corporation
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
2,352,942
    	
 
    	
79,320
    	
 
    	
 
    	
 
    	
2,432,262
    	
 
    	
0
    	
 
    	
0
    	
 
    	
2,432,262
    	
 
    	
1.10
    	
%
    	
0.87
    	
%
    
	
Allergan, Inc.
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
13,107,978
    	
 
    	
0
    	
 
    	
 
    	
 
    	
13,107,978
    	
 
    	
0
    	
 
    	
0
    	
 
    	
13,107,978
    	
 
    	
5.91
    	
%
    	
4.71
    	
%
    
	
Atlas Venture   Fund VI, L.P.
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
24,115,105
    	
 
    	
812,945
    	
 
    	
 
    	
 
    	
24,928,050
    	
 
    	
0
    	
 
    	
0
    	
 
    	
24,928,050
    	
 
    	
11.23
    	
%
    	
8.95
    	
%
    
	
Atlas Venture   Entrepreneurs’ Fun
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
737,453
    	
 
    	
24,860
    	
 
    	
 
    	
 
    	
762,313
    	
 
    	
0
    	
 
    	
0
    	
 
    	
762,313
    	
 
    	
0.34
    	
%
    	
0.27
    	
%
    
	
Atlas Venture   Fund VI, GmbH & C
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
441,560
    	
 
    	
14,885
    	
 
    	
 
    	
 
    	
456,445
    	
 
    	
0
    	
 
    	
0
    	
 
    	
456,445
    	
 
    	
0.21
    	
%
    	
0.16
    	
%
    
	
The Welcome   Trust
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
9,411,765
    	
 
    	
317,280
    	
 
    	
 
    	
 
    	
9,729,045
    	
 
    	
0
    	
 
    	
0
    	
 
    	
9,729,045
    	
 
    	
4.38
    	
%
    	
3.49
    	
%
    
	
GlaxoSmithKline   LLC
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
11,111,112
    	
 
    	
 
    	
 
    	
11,111,112
    	
 
    	
0
    	
 
    	
0
    	
 
    	
11,111,112
    	
 
    	
5.01
    	
%
    	
3.99
    	
%
    
	
Boehringer Ingelheim R&D Beteiligungs GmbH
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
25,000,000
    	
 
    	
25,000,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
25,000,000
    	
 
    	
11.26
    	
%
    	
8.98
    	
%
    
	
Stuart Gordon
    	
 
    	
0
    	
 
    	
0
    	
 
    	
50,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
50,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
75,319
    	
 
    	
0.02
    	
%
    	
0.03
    	
%
    
	
A. Grant   Heidrich and Jeanette Y.J. Heidrich, Trustees Community Property Trust UDT
    	
 
    	
0
    	
 
    	
0
    	
 
    	
125,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
125,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
188,298
    	
 
    	
0.06
    	
%
    	
0.07
    	
%
    
	
P. Roy Vagelos
    	
 
    	
0
    	
 
    	
0
    	
 
    	
125,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
125,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
188,298
    	
 
    	
0.06
    	
%
    	
0.07
    	
%
    
	
Shakhnovich,   Eugene
    	
 
    	
500,000
    	
 
    	
261,636
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
761,636
    	
 
    	
0
    	
 
    	
25,000
    	
 
    	
786,636
    	
 
    	
0.34
    	
%
    	
0.28
    	
%
    
	
Alain J. Gilbert
    	
 
    	
0
    	
 
    	
261,636
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
261,636
    	
 
    	
0
    	
 
    	
0
    	
 
    	
261,636
    	
 
    	
0.12
    	
%
    	
0.09
    	
%
    
	
Robert S.   DeWitte
    	
 
    	
0
    	
 
    	
101,103
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
101,103
    	
 
    	
0
    	
 
    	
0
    	
 
    	
101,103
    	
 
    	
0.05
    	
%
    	
0.04
    	
%
    
	
Harvard
    	
 
    	
0
    	
 
    	
50,625
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
50,625
    	
 
    	
0
    	
 
    	
0
    	
 
    	
50,625
    	
 
    	
0.02
    	
%
    	
0.02
    	
%
    
	
Atangan, Larissa
    	
 
    	
541
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
541
    	
 
    	
0
    	
 
    	
0
    	
 
    	
541
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Balcarek, Joanna
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
210,000
    	
 
    	
210,000
    	
 
    	
0.00
    	
%
    	
0.08
    	
%
    
	
Baldwin, John J.
    	
 
    	
750,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
47,059
    	
 
    	
0
    	
 
    	
 
    	
 
    	
797,059
    	
 
    	
0
    	
 
    	
4,194,213
    	
 
    	
4,991,272
    	
 
    	
0.36
    	
%
    	
1.79
    	
%
    
	
Barrett, Rebecca
    	
 
    	
40,624
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
40,624
    	
 
    	
0
    	
 
    	
109,376
    	
 
    	
150,000
    	
 
    	
0.02
    	
%
    	
0.05
    	
%
    
	
Baxter, Richard   B.
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
23,529
    	
 
    	
0
    	
 
    	
 
    	
 
    	
23,529
    	
 
    	
0
    	
 
    	
0
    	
 
    	
23,529
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Berbaum,   Jennifer
    	
 
    	
51,555
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
51,555
    	
 
    	
0
    	
 
    	
0
    	
 
    	
51,555
    	
 
    	
0.02
    	
%
    	
0.02
    	
%
    
	
Berezin, Katya
    	
 
    	
1,500
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
1,500
    	
 
    	
0
    	
 
    	
0
    	
 
    	
1,500
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Brennan,   Christine
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
1,715,600
    	
 
    	
1,715,600
    	
 
    	
0.00
    	
%
    	
0.62
    	
%
    
	
Bruno, Joseph
    	
 
    	
1,874
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
1,874
    	
 
    	
0
    	
 
    	
0
    	
 
    	
1,874
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Bryson,   Catherine
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
80,000
    	
 
    	
80,000
    	
 
    	
0.00
    	
%
    	
0.03
    	
%
    
	
Bukhtiyarov Yuri
    	
 
    	
41,279
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
41,279
    	
 
    	
0
    	
 
    	
67,560
    	
 
    	
108,839
    	
 
    	
0.02
    	
%
    	
0.04
    	
%
    
	
Cacatian,   Salvacion
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
59,884
    	
 
    	
59,884
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    


 

1










 

Vitae Pharmaceuticals, Inc.
 Capitalization Table

 

	
 
    	
 
    	
Common
    	
 
    	
Series A-1
    	
 
    	
Series A-2
    	
 
    	
Series B
    	
 
    	
Series C
    	
 
    	
Series D
    	
 
    	
Total Stock
    	
 
    	
Issued
    	
 
    	
 
    	
 
    	
Fully
    	
 
    	
% of Total
    	
 
    	
% Fully
    	
 
    
	
Stockholder Name
    	
 
    	
Stock
    	
 
    	
Preferred
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Outstanding
    	
 
    	
Warrants
    	
 
    	
Options
    	
 
    	
Diluted
    	
 
    	
Outstanding
    	
 
    	
Diluted
    	
 
    
	
Capiello, Maria
    	
 
    	
5,816
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
5,816
    	
 
    	
0
    	
 
    	
0
    	
 
    	
5,816
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Chandraratna,   Roshantha
    	
 
    	
1,083,108
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
1,083,108
    	
 
    	
0
    	
 
    	
0
    	
 
    	
1,083,108
    	
 
    	
0.49
    	
%
    	
0.39
    	
%
    
	
Chen, Guozhou
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
10,000
    	
 
    	
10,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Christensen,   Burton G.
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
180,000
    	
 
    	
180,000
    	
 
    	
0.00
    	
%
    	
0.06
    	
%
    
	
Claremon, David
    	
 
    	
105,576
    	
 
    	
0
    	
 
    	
0
    	
 
    	
7,059
    	
 
    	
0
    	
 
    	
 
    	
 
    	
112,635
    	
 
    	
0
    	
 
    	
2,515,799
    	
 
    	
2,628,434
    	
 
    	
0.05
    	
%
    	
0.94
    	
%
    
	
Cordes, Eugene
    	
 
    	
640,622
    	
 
    	
0
    	
 
    	
0
    	
 
    	
47,059
    	
 
    	
0
    	
 
    	
 
    	
 
    	
687,681
    	
 
    	
0
    	
 
    	
0
    	
 
    	
687,681
    	
 
    	
0,31
    	
%
    	
0.25
    	
%
    
	
Cordrey, Allison
    	
 
    	
559
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
559
    	
 
    	
0
    	
 
    	
0
    	
 
    	
559
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Czyzewski, Linda
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
65,635
    	
 
    	
65,635
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    
	
Dang, Tuong
    	
 
    	
44,170
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
44,170
    	
 
    	
0
    	
 
    	
0
    	
 
    	
44,170
    	
 
    	
0.02
    	
%
    	
0.02
    	
%
    
	
Dillard,   Lawrence
    	
 
    	
31,249
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
31,249
    	
 
    	
0
    	
 
    	
733,181
    	
 
    	
764,430
    	
 
    	
0.01
    	
%
    	
0.27
    	
%
    
	
Dong, Chengguo
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
10,000
    	
 
    	
10,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Elkin, Carl D.
    	
 
    	
13,854
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
13,854
    	
 
    	
0
    	
 
    	
0
    	
 
    	
13,854
    	
 
    	
0.01
    	
%
    	
0.00
    	
%
    
	
Ekins, Sean
    	
 
    	
47,899
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
47,899
    	
 
    	
0
    	
 
    	
0
    	
 
    	
47,899
    	
 
    	
0.02
    	
%
    	
0.02
    	
%
    
	
Fan, Yi
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
50,000
    	
 
    	
50,000
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    
	
Farrell, Kevin
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
325,121
    	
 
    	
325,121
    	
 
    	
0.00
    	
%
    	
0.12
    	
%
    
	
Fay, Robert
    	
 
    	
137,339
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
137,339
    	
 
    	
0
    	
 
    	
143,292
    	
 
    	
280,631
    	
 
    	
0.06
    	
%
    	
0.10
    	
%
    
	
Fiumenero, Tina
    	
 
    	
0
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
3,014,519
    	
 
    	
3,014,519
    	
 
    	
0.00
    	
%
    	
1.08
    	
%
    
	
Flaherty,   Patrick
    	
 
    	
6,724
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
6,724
    	
 
    	
0
    	
 
    	
0
    	
 
    	
6,724
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Freed, Martin
    	
 
    	
765,955
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
765,955
    	
 
    	
0
    	
 
    	
0
    	
 
    	
765,955
    	
 
    	
0.35
    	
%
    	
0.28
    	
%
    
	
General Electric   Capital Corporation
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
29,581
    	
 
    	
0
    	
 
    	
29,581
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Goldberg, Lisa
    	
 
    	
6,770
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
6,770
    	
 
    	
0
    	
 
    	
0
    	
 
    	
6,770
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Goldby, Steven
    	
 
    	
100,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
100,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
100,000
    	
 
    	
0.05
    	
%
    	
0.04
    	
%
    
	
Gregg, Richard
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
5,625,300
    	
 
    	
5,625,300
    	
 
    	
0.00
    	
%
    	
2.02
    	
%
    
	
Grzybowski,   Bartosz
    	
 
    	
70,834
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
70,834
    	
 
    	
0
    	
 
    	
0
    	
 
    	
70,834
    	
 
    	
0.03
    	
%
    	
0.03
    	
%
    
	
Gunderson,   Robert V.
    	
 
    	
364,110
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
364,110
    	
 
    	
0
    	
 
    	
125,000
    	
 
    	
489,110
    	
 
    	
0.16
    	
%
    	
0.18
    	
%
    
	
Guo, Joan
    	
 
    	
5,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
5,000
    	
 
    	
0
    	
 
    	
317,802
    	
 
    	
322,802
    	
 
    	
0.00
    	
%
    	
0.12
    	
%
    
	
Guo, Rong
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
10,000
    	
 
    	
10,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Hardy, Andrew
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
15,000
    	
 
    	
15,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Harrison,   Richard
    	
 
    	
250,245
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
250,245
    	
 
    	
0
    	
 
    	
0
    	
 
    	
250,245
    	
 
    	
0.11
    	
%
    	
0.09
    	
%
    
	
Hatfield,   Jeffrey
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
16,214,058
    	
 
    	
16,214,058
    	
 
    	
0.00
    	
%
    	
5.82
    	
%
    
	
Hayden, Donald
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
1,572,994
    	
 
    	
1,572,994
    	
 
    	
0.00
    	
%
    	
0.57
    	
%
    
	
Heyeck, Kevin
    	
 
    	
466,674
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
466,674
    	
 
    	
0
    	
 
    	
0
    	
 
    	
466,674
    	
 
    	
0.21
    	
%
    	
0.17
    	
%
    
	
Hillis, W.   Daniel
    	
 
    	
100,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
100,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
100,000
    	
 
    	
0.05
    	
%
    	
0.04
    	
%
    
	
Howard, Lamont
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
6,000
    	
 
    	
6,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Howarth, Alex
    	
 
    	
400,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
400,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
400,000
    	
 
    	
0.18
    	
%
    	
0.14
    	
%
    
	
Hupcey, Maggie
    	
 
    	
7,108
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
7,108
    	
 
    	
0
    	
 
    	
0
    	
 
    	
7,108
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Ishchenko,   Alexey
    	
 
    	
95,141
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
95,141
    	
 
    	
0
    	
 
    	
0
    	
 
    	
95,141
    	
 
    	
0.04
    	
%
    	
0.03
    	
%
    
	
Jastram, Michael
    	
 
    	
16,595
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
16,595
    	
 
    	
0
    	
 
    	
0
    	
 
    	
16,595
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Jia, Lanqi
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
35,000
    	
 
    	
35,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Jim, Kam
    	
 
    	
20,168
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
20,168
    	
 
    	
0
    	
 
    	
0
    	
 
    	
20,168
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Johnson, Judith
    	
 
    	
23,749
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
23,749
    	
 
    	
 
    	
 
    	
0
    	
 
    	
23,749
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Jones, Ken
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
462,026
    	
 
    	
462,026
    	
 
    	
0.00
    	
%
    	
0.17
    	
%
    


 

2










 

Vitae Pharmaceuticals, Inc.
 Capitalization Table

 

	
 
    	
 
    	
Common
    	
 
    	
Series A-1
    	
 
    	
Series A-2
    	
 
    	
Series B
    	
 
    	
Series C
    	
 
    	
Series D
    	
 
    	
Total Stock
    	
 
    	
Issued
    	
 
    	
 
    	
 
    	
Fully
    	
 
    	
% of Total
    	
 
    	
% Fully
    	
 
    
	
Stockholder Name
    	
 
    	
Stock
    	
 
    	
Preferred
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Outstanding
    	
 
    	
Warrants
    	
 
    	
Options
    	
 
    	
Diluted
    	
 
    	
Outstanding
    	
 
    	
Diluted
    	
 
    
	
Kandpal, Geeta
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
6,000
    	
 
    	
6,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Krosky, Paula
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
60,000
    	
 
    	
60,000
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    
	
Kruk, Barbara
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
20,000
    	
 
    	
20,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Lala, Deepak
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
221,687
    	
 
    	
221,687
    	
 
    	
0.00
    	
%
    	
0.08
    	
%
    
	
Lawson, David
    	
 
    	
22,637
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
22,637
    	
 
    	
0
    	
 
    	
0
    	
 
    	
22,637
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Leftheris,   Katerina
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
154,000
    	
 
    	
154,000
    	
 
    	
0.00
    	
%
    	
0.06
    	
%
    
	
Lindblom, Peter
    	
 
    	
173,157
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
173,157
    	
 
    	
0
    	
 
    	
27,000
    	
 
    	
200,157
    	
 
    	
0.08
    	
%
    	
0.07
    	
%
    
	
Lighthouse   Capital
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
823,528
    	
 
    	
0
    	
 
    	
823,528
    	
 
    	
0.00
    	
%
    	
0.30
    	
%
    
	
Lipinski, Kerri
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
6,000
    	
 
    	
6,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Lotesta, Stephen
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
15,000
    	
 
    	
15,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Lu, ZhiJie
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
35,000
    	
 
    	
35,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Lumpkin, Gregory
    	
 
    	
200,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
7,059
    	
 
    	
0
    	
 
    	
 
    	
 
    	
207,059
    	
 
    	
0
    	
 
    	
0
    	
 
    	
207,059
    	
 
    	
0.09
    	
%
    	
0.07
    	
%
    
	
Marcus, Andrew
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
11,000
    	
 
    	
11,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Mason, Jennifer
    	
 
    	
13,099
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
13,099
    	
 
    	
0
    	
 
    	
0
    	
 
    	
13,099
    	
 
    	
0.01
    	
%
    	
0.00
    	
%
    
	
McGeehan, Gerard
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
2,705,651
    	
 
    	
2,705,651
    	
 
    	
0.00
    	
%
    	
0.97
    	
%
    
	
McKeever, Brian
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
265,892
    	
 
    	
265,892
    	
 
    	
0.00
    	
%
    	
0.10
    	
%
    
	
Meng, Shi
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
15,000
    	
 
    	
15,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Modrioker,   Stephen
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
25,000
    	
 
    	
25,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Mood, Christine
    	
 
    	
5,500
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
5,500
    	
 
    	
0
    	
 
    	
52,437
    	
 
    	
57,937
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    
	
Morales-Ramos,   Angel
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
15,000
    	
 
    	
15,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Murnane, Amy
    	
 
    	
84,999
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
84,999
    	
 
    	
0
    	
 
    	
0
    	
 
    	
84,999
    	
 
    	
0.04
    	
%
    	
0.03
    	
%
    
	
Neafus, David
    	
 
    	
276,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
276,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
276,000
    	
 
    	
0.12
    	
%
    	
0.10
    	
%
    
	
Noto, Paul
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
15,000
    	
 
    	
15,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Oponski,   Patricia
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
11,000
    	
 
    	
11,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Oxford Finance   Corp
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
175,012
    	
 
    	
0
    	
 
    	
175,012
    	
 
    	
0.00
    	
%
    	
0.06
    	
%
    
	
Panemangalore,   Reshma
    	
 
    	
3,499
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
3,499
    	
 
    	
 
    	
 
    	
0
    	
 
    	
3,499
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Pape, Rebecca
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
10,000
    	
 
    	
10,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Quartin, Robin
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
50,000
    	
 
    	
50,000
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    
	
Quigley, Larry
    	
 
    	
41,502
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
41,502
    	
 
    	
0
    	
 
    	
538,839
    	
 
    	
580,341
    	
 
    	
0.02
    	
%
    	
0.21
    	
%
    
	
Richey, Matthew
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
11,000
    	
 
    	
11,000
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Rosenblatt,   Michael
    	
 
    	
50,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
50,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
50,000
    	
 
    	
0.02
    	
%
    	
0.02
    	
%
    
	
Rovinski,   Christina
    	
 
    	
1,354
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
1,354
    	
 
    	
0
    	
 
    	
0
    	
 
    	
1,354
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Scott, Boyd
    	
 
    	
32,067
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
32,067
    	
 
    	
0
    	
 
    	
0
    	
 
    	
32,067
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Shen, Grace
    	
 
    	
850
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
850
    	
 
    	
0
    	
 
    	
0
    	
 
    	
850
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Shimada, Jun
    	
 
    	
15,693
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
15,693
    	
 
    	
0
    	
 
    	
0
    	
 
    	
15,693
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Silicon Valley   Bank (Series A)
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
75,000
    	
 
    	
0
    	
 
    	
75,000
    	
 
    	
0.00
    	
%
    	
0.03
    	
%
    
	
Silicon Valley   Bank (Series C&D)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
0
    	
 
    	
183,321
    	
 
    	
0
    	
 
    	
183,321
    	
 
    	
0.00
    	
%
    	
0.07
    	
%
    
	
Simpson, Robert
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
126,385
    	
 
    	
126,385
    	
 
    	
0.00
    	
%
    	
0.05
    	
%
    
	
Singh, Suresh
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
427,494
    	
 
    	
427,494
    	
 
    	
0.00
    	
%
    	
0.15
    	
%
    
	
Snider, Nonna
    	
 
    	
20,215
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
20,215
    	
 
    	
0
    	
 
    	
0
    	
 
    	
20,215
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Starr, Kevir
    	
 
    	
364,110
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
364,110
    	
 
    	
0
    	
 
    	
0
    	
 
    	
364,110
    	
 
    	
0.16
    	
%
    	
0.13
    	
%
    
	
Synergee, LLC
    	
 
    	
30,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
30,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
30,000
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    


 

3










 

Vitae Pharmaceuticals, Inc.
 Capitalization Table

 

	
 
    	
 
    	
Common
    	
 
    	
Series A-1
    	
 
    	
Series A-2
    	
 
    	
Series B
    	
 
    	
Series C
    	
 
    	
Series D
    	
 
    	
Total Stock
    	
 
    	
Issued
    	
 
    	
 
    	
 
    	
Fully
    	
 
    	
% of Total
    	
 
    	
% Fully
    	
 
    
	
Stockholder Name
    	
 
    	
Stock
    	
 
    	
Preferred
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Stock
    	
 
    	
Outstanding
    	
 
    	
Warrants
    	
 
    	
Options
    	
 
    	
Diluted
    	
 
    	
Outstanding
    	
 
    	
Diluted
    	
 
    
	
Tice, Colin
    	
 
    	
54,592
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
54,592
    	
 
    	
0
    	
 
    	
240,000
    	
 
    	
294,592
    	
 
    	
0.02
    	
%
    	
0.11
    	
%
    
	
Tsang, Kwok Yin
    	
 
    	
56,619
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
56,619
    	
 
    	
0
    	
 
    	
0
    	
 
    	
56,619
    	
 
    	
0.03
    	
%
    	
0.02
    	
%
    
	
Tu, Peter
    	
 
    	
32,812
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
32,812
    	
 
    	
0
    	
 
    	
0
    	
 
    	
32,812
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Vasudevan,   Jayasree
    	
 
    	
81,379
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
81,379
    	
 
    	
0
    	
 
    	
0
    	
 
    	
81,379
    	
 
    	
0.04
    	
%
    	
0.03
    	
%
    
	
Venkatraman,   Shankar
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
45,000
    	
 
    	
45,000
    	
 
    	
0.00
    	
%
    	
0.02
    	
%
    
	
Wery,   Jean-Pierre
    	
 
    	
262,479
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
262,479
    	
 
    	
0
    	
 
    	
0
    	
 
    	
262,479
    	
 
    	
0.12
    	
%
    	
0.09
    	
%
    
	
Whitesides,   George
    	
 
    	
500,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
500,000
    	
 
    	
0
    	
 
    	
0
    	
 
    	
500,000
    	
 
    	
0.23
    	
%
    	
0.18
    	
%
    
	
Wong, Angela
    	
 
    	
74,611
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
74,611
    	
 
    	
0
    	
 
    	
0
    	
 
    	
74,611
    	
 
    	
0.03
    	
%
    	
0.03
    	
%
    
	
Wu, Guosheng
    	
 
    	
24,454
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
24,454
    	
 
    	
0
    	
 
    	
9,000
    	
 
    	
33,454
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Wu, Zhongren
    	
 
    	
44,576
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
44,576
    	
 
    	
0
    	
 
    	
55,000
    	
 
    	
99,576
    	
 
    	
0.02
    	
%
    	
0.04
    	
%
    
	
Xiao, Jia-Hao
    	
 
    	
66,678
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
66,678
    	
 
    	
0
    	
 
    	
0
    	
 
    	
66,678
    	
 
    	
0.03
    	
%
    	
0.02
    	
%
    
	
Xu, Zhenrong
    	
 
    	
15,292
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
15,292
    	
 
    	
0
    	
 
    	
130,413
    	
 
    	
145,705
    	
 
    	
0.01
    	
%
    	
0.05
    	
%
    
	
Ye, Yuan-Jie
    	
 
    	
19,320
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
19,320
    	
 
    	
0
    	
 
    	
9,200
    	
 
    	
28,520
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Yuan, Jing
    	
 
    	
36,045
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
36,045
    	
 
    	
0
    	
 
    	
173,418
    	
 
    	
209,463
    	
 
    	
0.02
    	
%
    	
0.08
    	
%
    
	
Yuan, Yang-Dar
    	
 
    	
383,971
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
383,971
    	
 
    	
0
    	
 
    	
0
    	
 
    	
383,971
    	
 
    	
0.17
    	
%
    	
0.14
    	
%
    
	
Zeng, Wenguang
    	
 
    	
3,893
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
3,893
    	
 
    	
0
    	
 
    	
0
    	
 
    	
3,893
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
Zhao, Wei
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
40,904
    	
 
    	
40,904
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Zhao, Yi
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
156,220
    	
 
    	
156,220
    	
 
    	
0.00
    	
%
    	
0.06
    	
%
    
	
Zheng, Ya-Jun
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
110,000
    	
 
    	
110,000
    	
 
    	
0.00
    	
%
    	
0.04
    	
%
    
	
Zhong, Sheng
    	
 
    	
30,409
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
30,409
    	
 
    	
0
    	
 
    	
0
    	
 
    	
30,409
    	
 
    	
0.01
    	
%
    	
0.01
    	
%
    
	
Zhou, Jing
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
30,000
    	
 
    	
30,000
    	
 
    	
0.00
    	
%
    	
0.01
    	
%
    
	
Zhuang, LingHang
    	
 
    	
0
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
0
    	
 
    	
 
    	
 
    	
183,807
    	
 
    	
183,807
    	
 
    	
0.00
    	
%
    	
0.07
    	
%
    
	
Zimmer, Linda
    	
 
    	
3,766
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
3,766
    	
 
    	
0
    	
 
    	
0
    	
 
    	
3,766
    	
 
    	
0.00
    	
%
    	
0.00
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grants
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
2,703,479
    	
 
    	
2,703,479
    	
 
    	
0.00
    	
%
    	
0.97
    	
%
    
	
Restricted   Options Available (1)
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
179,166
    	
 
    	
179,166
    	
 
    	
0.00
    	
%
    	
0.06
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total   Outstanding
    	
 
    	
12,122,216
    	
 
    	
675,000
    	
 
    	
16,500,000
    	
 
    	
150,989,250
    	
 
    	
16,666,673
    	
 
    	
25,000,000
    	
 
    	
221,953,139
    	
 
    	
1,286,442
    	
 
    	
46,782,352
    	
 
    	
278,377,223
    	
 
    	
100.00
    	
%
    	
100.00
    	
%
    


 

4