Exhibit 4.1.2

 

AMENDMENT NO. 2

 

TO

 

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

 

This Amendment No. 2 to Amended and Restated Stockholders’ Agreement (this “Amendment”), is made and entered into effective as of November 7, 2011, by and among Radius Health, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company party to the Amended and Restated Stockholders’ Agreement, dated as of May 17, 2011, by and among the Company and the stockholders named therein (as amended, the “Agreement”).  All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

 

WHEREAS, the Company and the undersigned parties to the Agreement, comprising the Majority Investors, desire to (i) amend the Agreement in order to specify restrictions on the sale by Stockholders of shares of the Company’s capital stock, (ii) confirm that the Company has complied with its obligations under the Agreement relating to the Registration Statement on Form S-1 (Reg. No. 333-175091) originally filed with the Commission on June 23, 2011 (as amended, the “Form S-1”), (iii) in accordance with its obligations to two option holders, grant certain registration rights under the Agreement to such individuals and (iv) permit additional holders of the Company’s securities to become parties to, and subject to, the Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.             Clause (C) of Section 3.11(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(C) in no event shall any Stockholder be permitted, during the period commencing on the date hereof and ending on the date of the listing of the Common Stock on a national securities exchange, to sell, assign, transfer, make a short sale of, loan, grant any option for the purchase of, any shares of Common Stock for a price that is less than $8.142 per share (subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock that becomes effective after the date of this Agreement) or any other shares of capital stock of the Company for an effective price that is less than $8.142 per share on an as-converted to Common Stock basis (subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock that becomes effective after the date of this Agreement), except (x) with the prior written consent of the Company or (y) to a member of such Stockholder’s Group.”

 

2.             Upon, and subject to, the effectiveness of the Form S-1 on or prior to November 14, 2011, the Company shall have complied with all of its obligations under Section 3.4(a)(ii) of the Agreement with respect to the Registration Statement, no Event shall have occurred and the Company shall have no liability or obligation to pay any damages under the Agreement with

 











 

respect to such Registration Statement.  Notwithstanding the terms of Section 3.4(a)(iii), the Registrable Securities to be included in the Registration Statement shall be allocated in the manner they will have been allocated in the Form S-1.

 

3.             Solely of the purposes of Sections 3.4 through 3.12 of the Agreement, the shares of Common Stock issuable upon the exercise of the stock options issued to Alan H. Auerbach prior to the date hereof or upon the exercise of any stock options issued to Kurt C. Graves prior to November 30, 2011 shall be Registrable Securities as if such shares of Common Stock were Series A-1 Conversion Shares, and shall engender to each of Mr. Auerbach and Mr. Graves, as the case may be, the rights and obligations under the terms of Sections 3.4 through Section 3.12 of the Agreement (but not any other section of the Agreement) attributable to holders of Series A-1 Preferred Stock.

 

4.             Notwithstanding anything in the Agreement to the contrary, any holder of shares of capital stock of the Company or other securities of the Company may become a party to the Agreement following the delivery to, and written acceptance by, the Company of an executed Instrument of Adherence to the Agreement substantially in the form attached to the Agreement as Annex C.  No action or consent by Stockholder parties to the Agreement shall be required for such joinder to the Agreement by such holder, so long as such holder has agreed in writing to be bound by all of the obligations as a Stockholder party under the Agreement as indicated in the Instrument of Adherence and the Instrument of Adherence has been accepted by the Company.  Notwithstanding anything in the Agreement to the contrary, any holder of shares of capital stock of the Company or other securities of the Company may become a party to the Agreement by executing and delivering to the Company this Amendment, and no action or consent by Stockholder parties to the Agreement shall be required for such joinder to the Agreement.

 

5.             Each party to this Amendment that was not a party to the Agreement prior to its execution of this Amendment (an “Additional Party”) hereby agrees that such Additional Party, (i) in the case of a holder of Common Stock, has become a party and subject to the Agreement (as amended by this Amendment) in the capacity of a Common Stockholder and Stockholder, (ii) in the case of a holder of an option to purchase Common Stock, effective upon the exercise of such option, shall be a party and subject to the Agreement (as amended by this Amendment) in the capacity of a Common Stockholder and Stockholder, (iii) in the case of a holder of a warrant to purchase shares of Preferred Stock, effective upon the exercise of such warrant, shall be a party and subject to the Agreement (as amended by this Amendment) in the capacity of a Stockholder, and in each case shall be deemed to have made all of the representations and warranties made by a Stockholder under the Agreement.

 

6.             Except as modified by this Amendment, the Agreement is hereby reaffirmed in its entirety by the Stockholders and shall continue in full force and effect.  This Amendment shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[remainder of page intentionally left blank; signatures follow]

 











 

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf as of the day and year first above written.

 

	
 
    	
 
    	
RADIUS   HEALTH, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   C. Richard Edmund Lyttle
    
	
 
    	
 
    	
 
    	
C.   Richard Edmund Lyttle, President
    
	
 
    	
 
    	
 
    
	
STOCKHOLDERS:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
MPM BIOVENTURES III, L.P.
    	
 
    	
 
    
	
By:   
    	
MPM   BioVentures III GP, L.P., its General Partner
    	
 
    	
 
    
	
By:   
    	
MPM   BioVentures III LLC, its General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Ansbert K. Gadicke
    	
 
    	
 
    
	
 
    	
Ansbert   K. Gadicke, Series A Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
MPM BIOVENTURES III-QP, L.P.
    	
 
    	
 
    
	
By:
    	
MPM   BioVentures III GP, L.P., its General Partner
    	
 
    	
 
    
	
By:
    	
MPM   BioVentures III LLC, its General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ansbert K. Gadicke
    	
 
    	
 
    
	
 
    	
Ansbert   K. Gadicke, Series A Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
MPM   BIOVENTURES III GMBH & CO. BETEILIGUNGS KG
    	
 
    	
 
    
	
By:
    	
MPM   BioVentures III GP, L.P., in its
    	
 
    	
 
    
	
 
    	
capacity   as the Managing Limited Partner
    	
 
    	
 
    
	
By:
    	
MPM   BioVentures III LLC, its General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ansbert K. Gadicke
    	
 
    	
 
    
	
 
    	
Ansbert   K. Gadicke, Series A Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
MPM   BIOVENTURES III PARALLEL FUND, L.P.
    	
 
    	
 
    
	
By:   MPM BioVentures III GP, L.P., its General Partner
    	
 
    	
 
    
	
By:   MPM BioVentures III LLC, its General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ansbert K. Gadicke
    	
 
    	
 
    
	
 
    	
Ansbert   K. Gadicke, Series A Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
MPM   ASSET MANAGEMENT INVESTORS 2003 BVIII LLC
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Ansbert K. Gadicke
    	
 
    	
 
    
	
 
    	
Ansbert   K. Gadicke, Manager
    	
 
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

 

	
MPM   BIO IV NVS STRATEGIC FUND, L.P.
    	
 
    	
 
    
	
By:   MPM BioVentures IV GP LLC, its General Partner
    	
 
    	
 
    
	
By:   MPM BioVentures IV LLC, its Managing Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Ansbert K. Gadicke
    	
 
    	
 
    
	
 
    	
Ansbert   K. Gadicke, Member
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BB   BIOTECH VENTURES II, L.P.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Pascal Mahieux
    	
 
    	
 
    
	
Name: Pascal Mahieux
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BB   BIOTECH GROWTH N.V.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   H.J. van Neutegem
    	
 
    	
 
    
	
Name: H.J. van Neutegem
    	
 
    	
 
    
	
Title: Managing Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BROOKSIDE   CAPITAL PARTNERS FUND, L.P.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ranesh Ramanathan
    	
 
    	
 
    
	
Name:   Ranesh Ramanathan
    	
 
    	
 
    
	
Title:   General Counsel
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
THE   WELLCOME TRUST LIMITED,
    	
 
    	
 
    
	
AS   TRUSTEE OF THE WELLCOME TRUST
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Peter J. Pereira Gray
    	
 
    	
 
    
	
Name:   Peter J. Pereira Gray
    	
 
    	
 
    
	
Title:   Managing Director, Investment Division
    	
 
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
OBP IV — HOLDINGS LLC
    	
 
    	
 
    
	
By: OBP Management IV, L.P.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jonathan J. Fleming
    	
 
    	
 
    
	
Name: Jonathan J. Fleming
    	
 
    	
 
    
	
Title: General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
MRNA II - HOLDINGS LLC
    	
 
    	
 
    
	
By: OBP Management IV, L.P.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jonathan J. Fleming
    	
 
    	
 
    
	
Name: Jonathan J. Fleming
    	
 
    	
 
    
	
Title: General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
HEALTHCARE VENTURES VII, LP,
    	
 
    	
 
    
	
By: HealthCare Partners VII, L.P.
    	
 
    	
 
    
	
Its General Partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jeffrey Steinberg
    	
 
    	
 
    
	
Name: Jeffrey Steinberg
    	
 
    	
 
    
	
Title: Administrative Partner of HealthCare   Partners VII, L.P.
    	
 
    	
 
    
	
The General Partner of HealthCare Ventures VII,   L.P.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
/s/   Raymond F. Schniazi
    	
 
    	
 
    
	
Dr. Raymond F. Schinazi
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
HEALTHCARE   PRIVATE EQUITY LIMITED PARTNERSHIP
    	
 
    	
 
    
	
By: Waverley Healthcare Private Equity
    	
 
    	
 
    
	
Limited, its general partner
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Archie Struthers
    	
 
    	
 
    
	
Name: Archie Struthers
    	
 
    	
 
    
	
Title: Director
    	
 
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
The Breining Family Trust dated August 15,   2003
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Clifford Breining
    	
 
    	
 
    
	
Name: Clifford Breining
    	
 
    	
 
    
	
Title: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Dennis Carson
    	
 
    	
 
    
	
Dr. Dennis A. Carson
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
David E. Thompson Revocable Trust
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   David E. Thompson
    	
 
    	
 
    
	
Name: David E. Thompson
    	
 
    	
 
    
	
Title: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Jonnie K. Westbrook Revocable Trust dated   March 17, 2000
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Jonnie K. Westbrook
    	
 
    	
 
    
	
Name: Jonnie K. Westbrook
    	
 
    	
 
    
	
Title: Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
H. Watt Gregory Watt
    	
 
    	
 
    
	
H. Watt Gregory III
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Hostetler Family Trust UTD 3/18/92
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Karl Y. Hostetler
    	
 
    	
 
    
	
Name: Karl Y. Hostetler
    	
 
    	
 
    
	
Title: Co-Trustee
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Maragarethe Hostetler
    	
 
    	
 
    
	
Name: Margarethe Hostetler
    	
 
    	
 
    
	
Title: Co-Trustee
    	
 
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 









 

	
The   Richman Trust dated 2/6/83
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Douglas D. Richman
    	
 
    
	
Name:
    	
Douglas   D. Richman
    	
 
    
	
Title:
    	
Co-Trustee
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Eva A. Richman
    	
 
    
	
Name:
    	
Eva   A. Richman,
    	
 
    
	
Title:
    	
Co-Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Ruff   Trust dated l-1-02
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   F. Bronson van Wyck
    	
 
    
	
Name:
    	
F.   Bronson Van Wyck
    	
 
    
	
Title:
    	
Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
IPSEN   PHARMA SAS
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Nathalie Joannes
    	
 
    
	
Name:
    	
Nathalie   Joannes
    	
 
    
	
Title:
    	
Executive   Vice President, General Counsel
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
NORDIC   BIOSCIENCE CLINICAL
    	
 
    
	
DEVELOPMENT   VII A/A
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Thomas Nielsen
    	
 
    
	
Name:
    	
Thomas   Nielsen
    	
 
    
	
Title:
    	
CFO
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Alwyn Michael Parfitt
    	
 
    
	
Alwyn   Michael Parfitt, M.D.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Barnett Pitzele
    	
 
    
	
Barnett   Pitzele
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
/s/   Bart Henderson
    	
 
    
	
Bart   Henderson
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Benjamin C. Lane
    	
 
    
	
Benjamin   C. Lane
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
BOARD OF TRUSTEES OF THE UNIVERSITY OF ARKANSAS
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Michael G. Douglas
    	
 
    
	
Name:
    	
Michael   G. Douglas, Ph.D.
    	
 
    
	
Title:
    	
Director,   UAMS BioVentures
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Brian Nicholas Harvey
    	
 
    
	
Brian   Nicholas Harvey
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Cecil Richard Lyttle
    	
 
    
	
Cecil   Richard Lyttle
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Charles O’Brien
    	
 
    
	
Charles   O’Brien, PhD.
    	
 
    
	
 
    	
 
    
	
/s/   Chris Glass
    	
 
    
	
Chris   Glass
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Christopher Miller
    	
 
    
	
Christopher   Miller
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Daniel F. McCarthy
    	
 
    
	
Daniel   F. McCarthy
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Dotty Paquin
    	
 
    
	
Dotty   Paquin
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Edith Estabrook
    	
 
    
	
Edith   Estabrook
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
/s/   Elizabeth Czerepak
    	
 
    
	
Elizabeth   Czerepak
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Gary Hattersley
    	
 
    
	
Gary   Hattersley
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
H2   ENTERPRISES, LLC
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   H. Watt Gregory, III
    	
 
    
	
Name:
    	
H.   Watt Gregory, III
    	
 
    
	
Title:
    	
Managing   Member
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Dr. John   Potts, Jr and Susanne K. Potts
    	
 
    
	
Irrevocable   Trust for Stephen K. Potts
    	
 
    
	
dated   6-15-05
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   John T. Potts
    	
 
    
	
Name:
    	
John   T. Potts Jr. M.D.
    	
 
    
	
Title:
    	
Director   of Research & Physician-in Chief-Emeritus, Massachusetts General   Hospital
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   John Thomas Potts
    	
 
    
	
John   Thomas Potts, M.D.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   John A. Katzenellenbogen
    	
 
    
	
John   A. Katzenellenbogen, PhD.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
John   A. Katzenellenbogen Trust
    	
 
    
	
Under   Agreement Dated August 2, 1999
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   John A. Katzenellenbogen
    	
 
    
	
Name:
    	
John   A. Katzenellenbogen
    	
 
    
	
Title:
    	
Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Benita S. Katzenellenbogen
    	
 
    
	
Benita   S. Katzenellenbogen, PhD
    	
 
    
	
 
    	
 
    
	
/s/   E. Kelly Sullivan
    	
 
    
	
E.   Kelly Sullivan
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
/s/   Jonathan Guerriero
    	
 
    
	
Jonathan   Guerriero
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Julianne Glowacki
    	
 
    
	
Julianne   Glowacki
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Kathy Welch
    	
 
    
	
Kathy   Welch
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Kelly Colbourn
    	
 
    
	
Kelly   Colbourn
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Louis O’ Dea
    	
 
    
	
Louis   O’Dea
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Maria Grunwald
    	
 
    
	
Maria   Grunwald
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Mary Lumpkins
    	
 
    
	
Mary   Lumpkins
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Maysoun Shomali
    	
 
    
	
Maysoun   Shomali
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Micahel Rosenblatt
    	
 
    
	
Michael   Rosenblatt, M.D.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Patricia Rosenblatt
    	
 
    
	
Patricia   E. Rosenblatt
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Robert L. Jilka
    	
 
    
	
Robert   L. Jilka, PhD.
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
/s/   Robert S. Weinstein
    	
 
    
	
Robert   S. Weinstein, M.D.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Samuel Ho
    	
 
    
	
Samuel   Ho
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Socrates E. Papaoulous
    	
 
    
	
Socrates   E. Papapoulos, M.D.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Stavros C. Manolagas
    	
 
    
	
Stavros   C. Manolagas
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Stavroula Kousteni
    	
 
    
	
Stavroula   Kousteni, PhD.
    	
 
    
	
 
    	
 
    
	
/s/   Teresita M. Bellido
    	
 
    
	
Teresita   M. Bellido, PhD.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Thomas E. Sparks
    	
 
    
	
Thomas   E. Sparks
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Tonya D. Goss
    	
 
    
	
Tonya   D. Goss
    	
 
    
	
 
    	
 
    
	
The   Kent C. Westbrook Revocable Trust,
    	
 
    
	
Dated   March 17, 2000,
    	
 
    
	
Kent   C. Westbrook, Trustee
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Kent C. Westbrook
    	
 
    
	
Name:
    	
Kent   C. Westbrook
    	
 
    
	
Title:
    	
Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
GE   CAPITAL EQUITY INVESTMENTS, INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jacqueline Blechinger
    	
 
    
	
Name:
    	
Jacqueline   Blechinger
    	
 
    
	
Title:
    	
Duly   Authorized Signatory
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]

 











 

	
OXFORD   FINANCE LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   John G. Henderson
    	
 
    
	
Name:
    	
John   G. Henderson
    	
 
    
	
Title:
    	
Vice   President & General Counsel
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
LEERINK   SWANN LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Donald D. Notman
    	
 
    
	
Name:
    	
Donald   D. Notman
    	
 
    
	
Title:
    	
Managing   Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
SVB   FINANCIAL GROUP
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Michael Kruse
    	
 
    
	
Name:
    	
Michael   Kruse
    	
 
    
	
Title:
    	
Treasurer
    	
 
    


 

[Signature page to Amendment No. 2 to Amended and Restated Stockholders’ Agreement]