Exhibit 4.1.1

 

AMENDMENT NO. 1

 

TO

 

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

 

This Amendment No. 1 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 (the “Agreement”), dated as of May 17, 2011, by and among the Company and the stockholders named therein.  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 stockholders of the Company, comprising the Majority Investors (as defined in the Agreement), desire to amend the Agreement to exclude from the right of first refusal the shares issued under the Company’s 2011 Equity Incentive Plan.

 

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 (ii) of the definition of “Excluded Securities” in the Agreement is hereby amended and restated in its entirety to read as follows:

 

“(ii)         Common Stock issued or issuable to officers, directors or employees of, or consultants or independent contractors to, the Corporation, pursuant to any written agreement, plan or arrangement, including without limitation pursuant to any awards granted under the 2003 Long-Term Incentive Plan, as amended, of the Corporation or the 2011 Equity Incentive Plan of the Corporation, to purchase, or rights to subscribe for, such Common Stock, that has been approved in form and in substance by the holders of a majority of the voting power of the Series A-1 Preferred Stock then outstanding, calculated in accordance with Section A.6(a) of Article III of the Certificate, and which, as a condition precedent to the issuance of such shares, provides for the vesting of such shares and subjects such shares to restrictions on Transfers and rights of first offer in favor of the Corporation; provided, however, that the maximum number of shares of Common Stock heretofore or hereafter issuable pursuant to the 2003 Long-Term Incentive Plan, as amended, or the 2011 Equity Incentive Plan, and all such agreements, plans and arrangements shall not exceed 3,597,889 shares of Common Stock.”

 

2.             The second sentence of Section 2.10 of the Agreement is hereby amended and restated in its entirety to read as follows:

 

“Any grants of capital stock or options to employees, officers, directors or consultants of the Corporation and its Subsidiaries shall be made pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation.”

 

3.             Except as modified by this Amendment, the Agreement is hereby reaffirmed in its entirety by the parties hereto 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
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
MAJORITY   INVESTORS:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
OBP   IV — HOLDINGS LLC
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By: 
    	
OXFORD BIOSCIENCE PARTNERS IV, L.P.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By: 
    	
OBP MANAGEMENT IV, L.P.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Jonathan Fleming
    	
 
    	
 
    	
 
    
	
Name:   
    	
Jonathan   Fleming
    	
 
    	
 
    	
 
    
	
Title:   
    	
General   Partner
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
SAINTS   CAPITAL GRANITE, L.P.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
SAINTS   CAPITAL GRANITE, LLC
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Scott Halsted
    	
 
    	
 
    	
 
    
	
Name:   
    	
Scott   Halsted
    	
 
    	
 
    	
 
    
	
Title:   
    	
Managing   Director
    	
 
    	
 
    	
 
    


 











 

	
MRNA II - HOLDINGS LLC
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
mRNA   FUND II L.P.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
OBP   MANAGEMENT IV, L.P.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Jonathan Fleming
    	
 
    	
 
    	
 
    
	
Name:   
    	
Jonathan   Fleming
    	
 
    	
 
    	
 
    
	
Title:   
    	
General   Partner
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
SAINTS   CAPITAL GRANITE, L.P.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
SAINTS   CAPITAL GRANITE, LLC
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   Scott Halsted
    	
 
    	
 
    	
 
    
	
Name:   
    	
Scott   Halsted
    	
 
    	
 
    	
 
    
	
Title:   
    	
Managing   Director
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
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
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
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:   
    	
Director
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BB BIOTECH GROWTH N.V.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:   
    	
/s/   H.J. van Neutegem
    	
 
    	
 
    	
 
    
	
Name:   
    	
H.J.   van Neutegem
    	
 
    	
 
    	
 
    
	
Title:   
    	
Managing   Director