Warrant



 Exhibit 4.6 

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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR,
IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

WARRANT TO PURCHASE STOCK 
  

			
	Company:	  	Zogenix, Inc., a Delaware corporation
	Number of Shares:	  	367,046, subject to adjustment
	Class of Stock:	  	Series A-2 Convertible Preferred Stock, $0.001 par value per share
	Warrant Price:	  	$1.10 per Share, subject to adjustment
	Issue Date:	  	June 30, 2008
	Expiration Date:	  	June 29, 2018
	Credit Facility:	  	This Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith among Oxford Finance Corporation, CIT Healthcare LLC and the
Company.

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, CIT HEALTHCARE LLC (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 nonassessable shares (as described above, the “Shares”) of
the above-stated Class 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 Article 2 of this Warrant, subject to the provisions
and upon the terms and conditions set forth in this Warrant. 
 ARTICLE 1. EXERCISE. 

1.1 Method of Exercise. Holder may exercise this Warrant by delivering the original of this Warrant together with a duly executed
Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer
(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 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares
by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 







 1.3 Fair Market Value. If the Company’s common stock is traded in a public
market and the Shares are common stock, the fair market value of a Share shall be the average of the closing prices for a share of common stock reported for the ten (10) business days immediately before Holder delivers this Warrant together
with its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering (“IPO”), the “price to public” per share price
specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the average of the closing prices for a share
of common stock reported for the ten (10) business days immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the
effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the
Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if
applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant
representing the Shares not so acquired. 
 1.5 Replacement of Warrants. 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 and amount to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 

1.6 Treatment of Warrant Upon Acquisition of Company. 

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, exclusive license, or
other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, merger or sale of outstanding capital stock of the Company where the holders of the Company’s securities before the transaction
beneficially own less than a majority of the outstanding voting securities of the surviving entity after the transaction. 

1.6.2 Treatment of Warrant at Acquisition. 

A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which the sole consideration is cash, either
(a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this
Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with
such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

 

 2 








 B) Upon the closing of any Acquisition other than as particularly described in subsection (A) above,
the surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of
this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 

C) Notwithstanding the foregoing provisions of Section 1.6.2(B), in the event of an Acquisition in which all of the following requirements are met,
this Warrant, to the extent not exercised or converted on or prior to the closing of such Acquisition, shall terminate and be of no further force or effect as of immediately following such closing: (i) the acquiror is subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, (ii) the class and series of shares or other security of the acquiror that would be received by Holder in connection with such Acquisition
were Holder to exercise or convert this Warrant on or prior to the closing thereof is listed for trading on a national securities exchange or approved for quotation on an automated inter-dealer quotation system, and (iii) Holder would not be
contractually restricted from publicly re-selling within three (3) months following the closing of such Acquisition, nor restricted under applicable securities laws from publicly re-selling within six (6) months following the closing of
such Acquisition (assuming for such determination that Holder would convert this Warrant pursuant to Article 1.2 above), all of the acquiror shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise
or convert this Warrant in full on or prior to the closing thereof. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of the Class payable in
common stock or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares
of record as of the date the dividend 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. 
  

 3 








 2.2 Reclassification, Exchange, Combinations or Substitution. Upon any
reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of
this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall
include, without limitation, any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation upon
the closing of the IPO. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a
result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon
exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3 Adjustments for Diluting Issuances. The number of shares of common stock issuable upon conversion of the Shares shall be
subject to adjustment, from time to time in the manner 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. The provisions set forth for the
Shares in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects
the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares. 

2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment; provided,
however, that notwithstanding the foregoing, nothing in this Section 2.4 shall restrict or impair the Company’s right to effect changes to the rights, preferences, and privileges associated with the Shares with the requisite consent
of the stockholders as may be required to amend the Certificate of Incorporation from time to time so long as such amendment affects the rights, preferences, and privileges granted to Holder associated with the Shares in the same manner as the other
holders of outstanding shares of the same series and class as the Shares. 
 2.5 Fractional Shares. No fractional Shares
shall be issuable upon exercise or conversion of the 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 or conversion of the Warrant, the Company
shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 

 

 4 








 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class
and/or number of Shares, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment
and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price, Class and number of Shares in effect upon the date thereof and the series of adjustments
leading to such Warrant Price, Class and number of Shares. 
 2.7 Adjustment for Pay-to-Play Transaction. In the event
that the Company’s Certificate of Incorporation provides, or is amended to so provide, for the amendment or modification of the rights, preferences or privileges of the Class, or the reclassification, conversion or exchange of the outstanding
shares of the Class, in the event that a holder of shares thereof fails to participate in an equity financing transaction (a “Pay-to-Play Provision”), and in the event that such Pay-to-Play Provision becomes operative in a transaction
occurring after the date hereof, this Warrant shall automatically and without any action required become exercisable for that number and type of shares of equity securities as would have been issued or exchanged, or would have remained outstanding,
in respect of the Shares issuable hereunder had this Warrant been exercised in full prior to such event, and had the Holder participated in the equity financing to the maximum extent permitted. 

ARTICLE 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 same class and series as the Shares were last issued 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 the purchase right represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable
federal and state securities laws. 
 (c) The Company’s capitalization table attached hereto as Schedule 1 is true and
complete as of the Issue Date and is inclusive of this Warrant. 
 3.2 Notice of Certain Events. If the Company proposes
at any time (a) to declare any dividend or distribution upon the outstanding shares of the same class and series as the Shares, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer
for subscription or sale pro rata to the holders of all of the outstanding shares of the same class and series as the Shares any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive
rights); (c) to effect any reclassification, reorganization or recapitalization of the outstanding shares of the Class; (d) to effect an Acquisition or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public offering of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder written notice thereof at the same time and in the same manner as the
Company gives written notice thereof to holders of the outstanding shares of the Class. 
  

 5 








 3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that
the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” and S-3 registration rights pursuant to and as set forth in the Company’s Amended and
Restated Investors’ Rights Agreement dated December 13, 2007, as amended and in effect from time to time (the “IRA”). For the avoidance of doubt, such registration rights shall not include demand registration rights (except to
the extent that S-3 rights may be deemed demand rights). The provisions set forth in the IRA relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such
amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to
the Holder. 
 3.4 No Shareholder Rights. Except as provided in this Warrant, Holder will not have any rights as a
shareholder of the Company until the exercise of this Warrant. 
 3.5 Certain Information. At all times prior to the IPO,
the Company agrees to provide Holder at any time and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder.

 ARTICLE 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 will be
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 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 or conversion 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 or conversion 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. 
 4.6 QIB. Oxford Finance Corporation
is a “qualified institutional buyer” as defined in Rule 144A promulgated under the Act. 
 ARTICLE 5. MISCELLANEOUS.

 5.1 Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration
Date. 
 5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) shall be imprinted with a legend in substantially the following form: 
 THIS WARRANT AND THE SHARES
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO CIT HEALTHCARE LLC DATED AS OF
JUNE 30, 2008, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
  

 7 








 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable
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 without 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 any “affiliate” (as such term is defined in Regulation D promulgated under the Act) of Holder, provided that any such transferee is an “accredited investor” as defined
in Regulation D promulgated under the Act. 
 5.4 Transfer Procedure. Subject to the provisions of Article 5.3 and upon
providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee,
provided, however, in connection with any such transfer, Holder will give the Company notice of the portion of the Warrant 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). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the
Company is publicly traded. 
 5.5 Notices. All notices and other communications from the Company to the Holder, or vice
versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the first
business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. 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: 
 CIT Healthcare LLC 

305 Fellowship Road, Suite 300 

Mount Laurel, New Jersey 08054 

Attn: John Edel, Senior Vice President, Risk 

Tel.: (856) 813-2608 

Fax: (855) 727-5170 

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

Zogenix, Inc. 

Attn: Chief Financial Officer 

11682 El Camino Real, Suite 320 

San Diego, CA 92130 

5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 5.7
Attorney’s 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. 
  

 8 








 5.8 Automatic Conversion 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 converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate
representing the Shares (or such other securities) issued upon such conversion to Holder. 
 5.9 Counterparts. This
Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 
 5.10 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. 

5.11 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND HOLDER EACH WAIVE THEIR RIGHT TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS WARRANT, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS WARRANT. EACH PARTY HAS
REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 [Remainder of page left blank
intentionally] 
 [Signature page follows] 

  

 9 









			
	“COMPANY”
	
	ZOGENIX, INC.
		
	By:	 	 /s/ David Nassif

	Name:	 	 David Nassif

		 	(Print)
	Title:	 	 CFO

	
	“HOLDER”
	
	CIT HEALTHCARE LLC
		
	By:	 	  

	Name:	 	  

		 	(Print)
	Title:	 	  



[Signature Page to Warrant to Purchase Stock] 








			
	“COMPANY”
	
	ZOGENIX, INC.
		
	By:	 	  

	Name:	 	  

		 	(Print)
	Title:	 	  

	
	“HOLDER”
	
	CIT HEALTHCARE LLC
		
	By:	 	 /s/ Alisa Micarelli

	Name:	 	 Alisa Micarelli

		 	(Print)
	Title:	 	 SVP



[Signature Page to Warrant to Purchase Stock] 







 APPENDIX 1  

NOTICE OF EXERCISE 

1. Holder elects to purchase
                     shares of the Common/Series              Preferred
[strike one] Stock of                              pursuant to the terms of the attached Warrant, and
tenders payment of the purchase price of the shares in full. 
 or 

1. Holder elects to convert the attached Warrant into Shares in the manner specified in the Warrant. This conversion is exercised for
                                        
of the Shares covered by the Warrant. 
 [Strike paragraph that does not apply.] 

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

 

	
	  

	 Holders Name

	
	  

	
	  

	 (Address)



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

			
	HOLDER:
	  

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	(Date):	 	  










 SCHEDULE 1  

Company Capitalization Table 

See attached 
  







 SCHEDULE 1  

Zogenix, Inc 

Capitalization Overview 
  

													
	 Shareholder
	  	Common	  	Series A
Preferred	  	Total Shares	  	Options	  	Series A
Warrants	  	Total
Securities
	 Stephen J. Farr, Ph.D.
	  	3,000,000	  	—  	  	3,000,000	  	75,000	  	—  	  	3,075,000
	 Jonathan M. Rigby
	  	1,500,000	  	—  	  	1,500,000	  	—  	  	—  	  	1,500,000
	 The Turanin Family Trust, Dated March 13, 2006
	  	1,500,000	  	—  	  	1,500,000	  	—  	  	—  	  	1,500,000
	 Roger Hawley
	  	2,100,000	  	100,000	  	2,200,000	  	900,000	  	—  	  	3,100,000
	 Gamer Investments, LLC
	  	1,850,000	  	100,000	  	1,950,000	  	17,500	  	—  	  	1,967,500
	 Bret Megargel
	  	800,000	  	—  	  	800,000	  	150,000	  	—  	  	950,000
	 Ken Dick
	  	42,188	  	—  	  	42,188	  	—  	  	—  	  	42,188
	 Brooks Boyd
	  	100,000	  	—  	  	100,000	  	—  	  	—  	  	100,000
	 Stephen Jordan
	  	40,000	  	—  	  	40,000	  	20,000	  	—  	  	60,000
	 Daniel McNaught
	  	40,000	  	—  	  	40,000	  	30,000	  	—  	  	70,000
	 Nancy Hillis
	  	20,000	  	—  	  	20,000	  	—  	  	—  	  	20,000
	 Hale Biopharma Ventures LLC
	  	100,000	  	100,000	  	200,000	  	—  	  	—  	  	200,000
	 Glen Holdings, L.P.
	  	50,000	  	—  	  	50,000	  	—  	  	—  	  	50,000
	 Adam Simpson
	  	25,000	  	—  	  	25,000	  	—  	  	—  	  	25,000
	 Carol Marsh
	  	10,000	  	—  	  	10,000	  	—  	  	—  	  	10,000
	 Leslie & John Harrison
	  	75,000	  	—  	  	75,000	  	—  	  	—  	  	75,000
	 Lynn & Raymond Fentress
	  	75,000	  	—  	  	75,000	  	—  	  	—  	  	75,000
	 Matthew Kanter
	  	40,000	  		  	40,000	  	50,000	  	—  	  	90,000
	 Jennifer D. Halderman
	  	325,000	  	—  	  	325,000	  	475,000	  	—  	  	800,000
	 Brooks Boyd
	  	20,000	  	—  	  	20,000	  		  	—  	  	20,000
	 Roger Hawley
	  	900,000	  	—  	  	900,000	  	—  	  	—  	  	900,000
	 David Nassif
	  	500,000	  	—  	  	500,000	  	750,000	  	—  	  	1,250,000
	 Judi Hibbard
	  	125,000	  	—  	  	125,000	  	—  	  	—  	  	125,000
	 James Blair
	  	0	  	—  	  	—  	  	17,500	  	—  	  	17,500
	 Domain Associates, L.L.C.
	  	75,000	  	21,100,000	  	21,175,000	  		  	—  	  	21,175,000
	 Paul Perry
	  	125,000	  	—  	  	125,000	  	—  	  	—  	  	125,000
	 Elisabeth Lehmberg
	  	20,000	  	—  	  	20,000	  	20,000	  	—  	  	40,000
	 Erin Newman
	  	10,000	  		  	10,000	  		  		  	10,000
	 Windamere LLC III
	  		  	100,000	  	100,000	  		  		  	100,000
	 Clarus Ventures
	  		  	21,000,000	  	21,000,000	  		  		  	21,000,000
	 Scale Ventures
	  		  	14,000,000	  	14,000,000	  		  		  	14,000,000
	 Thomas McNerney
	  		  	12,000,000	  	12,000,000	  		  		  	12,000,000
	 Scott N. Wolfe
	  		  	4,167	  	4,167	  		  		  	4,167
	 Faye Hunter Russell Trust
	  		  	4,166	  	4,166	  		  		  	4,166
	 Cheston Larson
	  		  	4,167	  	4,167	  		  		  	4,167
	 VP Company Investments
	  		  	12,500	  	12,500	  		  		  	12,500
	 Life Science Angels
	  		  	235,000	  	235,000	  		  		  	235,000
	 WSGR/Other
	  		  	40,000	  	40,000	  		  		  	40,000
	 Ablingworth Bioventures
	  		  	9,090,909	  	9,090,909	  		  		  	9,090,909
	 GE Capital
	  		  		  	—  	  		  	200,000	  	200,000
	 Total Other Stock Options Granted
	  		  		  		  	3,155,000	  		  	3,155,000
		  	 	  	 	  	 	  	 	  	 	  	 
	 Total Issued
	  	13,467,188	  	77,890,909	  	91,358,097	  	5,660,000	  	200,000	  	97,218,097
		  	 	  	 	  	 	  	 	  	 	  	 

  

 1