EX-4.6



 Exhibit 4.6 

Execution Version 

AVALANCHE BIOTECHNOLOGIES, INC. 

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of April 16, 2014
by and among Avalanche Biotechnologies, Inc., a Delaware corporation (the “Company”), the holders of Common Stock of the Company, par value $0.0001 per share, (the “Common Stock”) listed on
Schedule A attached hereto (each a “Key Holder” and, together, the “Key Holders”) and the holders of Preferred Stock of the Company, par value $0.0001 per share (the “Preferred
Stock”) and/or Common Stock listed on Schedule B attached hereto (the “Investors”). 

WHEREAS, the Company and certain of the Investors are parties to that certain Series B Preferred Stock Purchase Agreement of even date
herewith (as may be amended from time to time, the “Purchase Agreement”), pursuant to which those Investors are purchasing shares of the Company’s Series B Preferred Stock, par value $0.0001 per share (the
“Series B Preferred Stock”) and it is a condition to the closing of the sale of the Series B Preferred Stock to the Investors that the Investors, the Key Holders and the Company execute and deliver this Agreement. 

NOW, THEREFORE, the parties hereto hereby agree as follows: 

 

	 	1.	Transfers by Key Holders. 

 1.1 Definitions. For purposes of this Agreement: 

(a) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time; provided, however, that “Affiliate” with respect to
those Investors that are advisory clients of Fidelity or T. Rowe Price shall include other funds and accounts managed by Fidelity or T. Rowe Price, respectively. 

(b) “Business Day” shall mean any day other than a Saturday, a Sunday or other day on which banks are not required to
be open or are authorized to close in New York, New York. 
 (c) “Conversion Shares” shall mean that number of
shares of Common Stock of the Company issued or issuable upon conversion of the capital stock held by an Investor, or received in connection with any stock dividend, stock split or other reclassification thereof or other rights to acquire shares of
capital stock of the Company held by such Investor, including for purposes of clarity, upon conversion of any shares of Preferred Stock. 

(d) “Fidelity” shall mean Fidelity Management & Research Company and any successor or Affiliate investment
advisor to the Fidelity Investors. 







 (e) “Fidelity Investors” shall mean the Investors that are advisory
clients of Fidelity with respect to holdings of shares in the Company. For the sake of clarity, as of the date hereof the Fidelity Investors marked with an asterisk on Schedule B attached hereto. 

(f) “Key Holder Stock” shall mean shares of the Company’s Common Stock now owned or subsequently acquired by the
Key Holders by gift, purchase, dividend, option exercise or any other means whether or not such securities are only registered in a Key Holder’s name or beneficially or legally owned by such Key Holder, including any interest of a spouse in any
of the Key Holder Stock, whether that interest is asserted pursuant to marital property laws or otherwise. The number of shares of Key Holder Stock owned by the Key Holders as of the date hereof are set forth on Schedule A, which
schedule may be amended from time to time by the Company to reflect changes in the number of shares owned by the Key Holders, but the failure to so amend shall have no effect on such Key Holder Stock being subject to this Agreement. 

(g) “Transfer” shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift,
transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy
proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Key Holder Stock. 

(h) “T. Rowe Price” shall mean T. Rowe Price Associates, Inc. and any successor or Affiliate investment advisor to
the T. Rowe Price Investors. 
 (i) “T. Rowe Price Investors” shall mean the Investors that are advisory clients of
T. Rowe Price with respect to holdings of shares in the Company. For the sake of clarity, as of the date hereof the T. Rowe Price Investors marked with an asterisk on Schedule B attached hereto. 

1.2 Notice of Transfers; Company and Investor Right of First Refusal. 

(a) Transfer Notice. Should a Key Holder (or a Permitted Transferee, as defined below) propose to Transfer (a “Purchase
Offer”) any shares of the Key Holder Stock (the “Shares”) (other than as set forth in Section 1.6 of this Agreement), such Key Holder shall promptly deliver a notice (the
“Notice”) to the Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares proposed to be sold or transferred, the nature of such Transfer, the
consideration to be paid, and the name and address of each prospective purchaser or transferee. The Company and the Investors shall have the option to purchase all or a portion of such Shares, pursuant to the terms and conditions set forth below
(with respect to the Company or the Investors, as applicable, the “Right of First Refusal”). In the event that the Transfer is being made pursuant to the provisions of Section 1.6, the Notice shall state under
which specific clause of Section 1.6 the Transfer is being made. 
 (b) Company’s Right of First Refusal. The
Company shall have an option, for thirty (30) Business Days after receiving the Notice (the “Option Period”) to give written notice to the selling Key Holder of its election to purchase some or all of the Shares at


  
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the same price and subject to the same material terms and conditions as described in the Notice. The Company may exercise such purchase option and purchase all or any portion of the Shares by
notifying the selling Key Holder in writing before expiration of such thirty (30) Business Day period as to the number of such shares that it wishes to purchase. If the Company gives the selling Key Holder notice that it desires to purchase
such shares, then payment for the Shares shall be made by check or wire transfer against delivery of the Shares to be purchased at a time and place agreed upon between the parties, which time shall be no later than forty-five (45) Business Days
after delivery to the Company of the Notice, unless the Notice contemplated a later closing with the prospective third-party transferee(s) or unless the value of the consideration to be paid for the Shares has not yet been established. If the
Company fails to purchase any or all of the Shares by exercising the option granted in this Section 1.2(b) within the period provided, the remaining Shares shall be subject to the options granted to the Investors pursuant to
Section 1.2(c). 
 (c) Investors’ Right of First Refusal. 

(i) The Company agrees that in the event that the Company declines to exercise in full the Company’s Right of First Refusal set forth in
Section 1.2(b) above, the Company will provide each Investor with notice of such determination at least ten (10) Business Days prior to the end of the Option Period (the “Investor Notice”) which shall set
forth the number of shares of Key Holder Stock not purchased by the Company pursuant to Section 1.2(b) above and which shall include the terms of the Notice set forth in Section 1.2(a). Each Investor shall then have the right
to submit to the Company and to such Key Holder, within five (5) Business Days of receipt of such Investor Notice, notice of its irrevocable commitment to purchase, within thirty (30) Business Days after its receipt of the Investor Notice
(the “Exercise Period”), all or any portion of its pro rata share of the Shares not purchased by the Company, calculated pursuant to Section 1.2(c)(ii) below and, if such Investor so chooses, an indication
of how many additional shares such Investor is committing to purchase of the Shares available for purchase (the “Maximum Shares”). If any Investor does not exercise in full its Right of First Refusal, the Shares that would
otherwise be allocated to such non-fully exercising Investor shall be allocated among the fully exercising Investors wishing to purchase the remaining Shares (the “Over-Allotment”) on a pro-rata basis (calculated in
the same manner as above; provided however, that the denominator for purposes of such calculation shall be the total number of Conversion Shares held by all Investors participating in such Over-Allotment) up to the Maximum Shares specified by each
such applicable Investor, provided that the Right of First Refusal must be exercised, if at all, prior to the expiration of such Exercise Period. 

(ii) Each Investor’s pro rata share for purposes of the Investors’ Right of First Refusal shall be equal to the product
obtained by multiplying (i) the aggregate number of Shares covered by the Investor Notice by (ii) a fraction, the numerator of which is the total number of Conversion Shares held by the applicable Investor at the time of the Notice, and
the denominator of which is the total number of Conversion Shares held by all Investors at the time of the Notice. 
 (iii) Each
fully-participating Investor shall be entitled to apportion Shares to be purchased under this Section 1.2 among its partners, limited partners and Affiliates (including in the case of a venture capital fund other venture capital funds
affiliated, or under common investment management, with such fund), provided that such fully-participating Investor notifies the selling Key Holder of such allocation. 

  
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 1.3 Co-Sale Right. To the extent that the Right of
First Refusal is not exercised in full by the Company or the Investors within the Option Period, each Investor shall have the right (the “Co-Sale Right”), exercisable upon written
notice to the Company and such Key Holder within five (5) Business Days after the expiration of the Option Period pursuant to Section 1.2(c)(i) above to participate in such Key Holder’s Transfer of Shares pursuant to the
specified terms and conditions of such Purchase Offer. To the extent an Investor exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the number of Shares which such Key
Holder may Transfer pursuant to such Purchase Offer shall be correspondingly reduced. The Co-Sale Right of each Investor shall be subject to the following terms and conditions: 

(a) Calculation of Shares. Each Investor may Transfer all or any part of its Conversion Shares equal to the product obtained by
multiplying (i) the aggregate number of Shares covered by the Purchase Offer and not purchased by the Company or the Investors pursuant to Section 1.2 above by (ii) a fraction, the numerator of which is the number of Conversion
Shares owned by such Investor at the time of the Notice and the denominator of which is the sum of (A) the total number of Conversion Shares owned by all Investors at the time of the Notice plus (B) the total number of Shares owned by such
Key Holder at the time of the Notice (excluding shares purchased by the Company and/or Investors pursuant to Section 1.2 above). 

(b) Delivery of Certificates. Each Investor may effect its participation in the Transfer by delivering to such Key Holder for transfer
to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the Conversion Shares which such Investor elects to sell. 

1.4 Transfer. The stock certificate or certificates which the Investor delivers to the Key Holder pursuant to Section 1.3
shall be delivered by such Key Holder to the prospective purchaser or transferee in consummation of the Transfer pursuant to the terms and conditions specified in the Notice, and such Key Holder shall promptly thereafter remit to such Investor that
portion of the Transfer proceeds to which such Investor is entitled by reason of its participation in such Transfer. To the extent that any prospective purchaser or transferee prohibits such assignment or otherwise refuses to purchase Conversion
Shares from an Investor exercising its Co-Sale Right hereunder, such Key Holder shall not Transfer to such prospective purchaser or transferee any Shares unless and until, simultaneously with such Transfer,
such Key Holder shall purchase such Conversion Shares from such Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Notice (which terms and conditions shall be no less favorable than
those governing the Transfer to the purchaser or transferee by the Key Holder). 
 1.5 No Adverse Effect. The exercise or
non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Shares made by a Key Holder shall not adversely affect their rights to participate in subsequent sales of Shares by a Key Holder. 

  
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 1.6 Permitted Transactions. The provisions of Sections 1.2(c), 1.3 and
1.4 of this Agreement shall not pertain or apply to: 
 (a) Any transfer to any spouse or member of the Key Holder’s immediate
family, to a trust for their benefit and/or the benefit of the Key Holder, or to other transfers for estate planning purposes, or an Affiliate, so long as the transferees are subject to the provisions of this Agreement; 

(b) Any repurchase of Key Holder Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder
for such Key Holder Stock and approved by a majority of the Board of Directors; 
 (c) Any public offering of such shares pursuant to a
registration statement; 
 (d) Any transfer without consideration to a Key Holder’s ancestors, descendants or spouse or to a trust for
their benefit or the benefit of the Key Holder; 
 (e) Any bona fide gift to any charitable organization described in
Section 501(c)(3) of the Internal Revenue Code; or 
 (f) The sale to a third party by the Key Holder of up to five percent
(5%) in the aggregate of the Company’s securities held by such Key Holder as of the date that such Key Holder first became a party to this Agreement; 

provided, that in the event of any transfer made pursuant to one of the exemptions provided by clauses (a), (d), (e) or (f), that (i) the Key
Holder shall inform the Investors of such transfer prior to effecting it and (ii) the pledgee, transferee or donee (each a “Permitted Transferee”) shall prior to the completion of the Transfer execute a written agreement
to be bound by and comply with all provisions of this Agreement applicable to the Key Holder. Except with respect to the Key Holder Stock transferred under clause (c) above (which Key Holder Stock shall no longer be subject to the first refusal
rights of the Company and the first refusal and co-sale rights of the Investors), such transferred Key Holder Stock shall remain Key Holder Stock hereunder, and such pledgee, transferee or donee shall be treated as a “Key Holder” for
purposes of this Agreement. 
 1.7 Assignment of Rights. The rights of the Investors set forth in this Agreement may be assigned (but
only with all related obligations) only to a transferee or assignee who acquires at least 132,000 Conversion Shares (as appropriately adjusted for any stock split, dividend, combination or other recapitalization or like transactions) provided
that (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such rights are being assigned and
(b) such transferee agrees in writing to be bound by the provisions of this Agreement. Notwithstanding the foregoing, any Investor may transfer its rights set forth in this Agreement to any partner, retired partner, member, former member or
Affiliate of such Investor without regard to the minimum number of Conversion Shares transferred or assigned. 

  
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 1.8 Lapse and Reinstatement of Rights. The selling Key Holder shall have thirty
(30) Business Days following the expiration of all required notice periods to sell or enter into an agreement (pursuant to which the sale of Shares covered by the Notice shall be closed, if at all, within fifteen (15) Business Days from
the date of said agreement) to sell the Shares with respect to which the Rights of First Refusal and Co-Sale Rights were not exercised, at a price and upon terms no more favorable to the purchasers of such securities than specified in the Key
Holder’s Notice. In the event the Key Holder has not sold the Shares or entered into an agreement to sell the Shares within said thirty- (30-) Business Day period (or sold and issued Shares in accordance with the foregoing within fifteen
(15) Business Days from the date of said agreement), the Key Holder shall not thereafter issue or sell any Shares without first complying anew with the provisions of Section 1 hereof. 

 

	 	2.	Prohibited Transfers of Shares. 

 2.1 Call Option. In the event of a prohibited
Transfer in violation of Section 1.2 hereof (a “Prohibited Transaction”), the Investors shall have the option to purchase from the pledgee, purchaser or transferee of the Shares transferred in violation of Section 1.2, the
number of Shares that the Investors would have been entitled to purchase had such Prohibited Transaction been effected in accordance with Section 1.2 hereof, on the following terms and conditions: 

(a) the price per share at which the Shares are to be purchased by the Investor shall be equal to the price per Share paid to such Key Holder
by the third party purchaser or purchasers of such Key Holder Stock that is subject to the Prohibited Transaction; and 
 (b) the Key
Holder effecting such Prohibited Transaction shall reimburse the Investor for any expenses, including legal fees and expenses, incurred in effecting such purchase. 

2.2 Put Option. 
 (a) In
the event of a prohibited Transfer in violation of Section 1.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder,
shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. 
 (b) In the
event of a Prohibited Transfer, each Investor shall have the right to sell to such Key Holder the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser or
transferee under Section 1.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: 

(c) The price per share at which the shares are to be sold to the Key Holder shall be equal to the price per share paid by the purchaser or
transferee to such Key Holder in such Prohibited Transfer. The Key Holder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of
the Investor’s rights under Section 1.3. 

  
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 (d) Within ninety (90) days after the date on which an Investor received notice of the
Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. 

(e) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this
Section 2.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 2.2(c), in cash or by other means acceptable to the Investor. 

2.3 No Transfers to Bad Actors. Each Key Holder agrees not to make any sale, assignment, encumbrance, hypothecation, pledge,
conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind of any securities of the Company, or any beneficial interest therein, to any person (other than the Company) unless and until the
proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests,
general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except for Bad Actor
Disqualifications covered by Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer or disposition, in writing in reasonable detail to the Company. 

 

	 	3.	Transfer Restrictions. 

 3.1 Prohibited Transfers. Except as otherwise provided in
this Agreement, each Key Holder will not Transfer all of, any part of or any interest in such Key Holder’s Key Holder Stock. Any attempt by a Key Holder to Transfer Key Holder Stock in violation of Section 1 of this Agreement shall
be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. 
 3.2 Legended
Certificates. Each certificate representing shares of the Key Holder Stock now or hereafter owned by the Key Holder or issued to any Permitted Transferee pursuant to Section 1.6 shall bear the following legend: 

“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF COMMON AND PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.” 

  
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	 	4.	Termination. 

 4.1 Termination Events. This Agreement shall terminate upon the
earliest to occur of any one of the following events: (a) the consummation of a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement on Form S-1 under the Securities Act
of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction); or (b) the consummation of a
Liquidation Event, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time). 

4.2 Removal of Legend. At any time after the termination of this Agreement in accordance with Section 4.1, any holder of a
stock certificate legended pursuant to Section 3.2 may surrender such certificate to the Company for removal of such legend, and the Company will duly reissue a new certificate without the legend. 

 

	 	5.	Miscellaneous. 

 5.1 Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

5.2 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights of obligations of the parties hereto
shall be governed, construed and interpreted in accordance with the laws of the State of California without regard to its choice of laws principles. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES
ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. 

5.3 Venue. Any suit or proceeding relating to, arising out of or arising under this Agreement shall be brought in the federal or state
courts located in Santa Clara County, California, United States, which courts shall have the sole and exclusive in personam, subject matter and other jurisdiction in connection with such suit or proceedings and venue shall be appropriate for all
purposes in such courts. 
 5.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument. 
 5.5 Titles and Subtitles. The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 
 5.6
Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of (a) the Company, (b) the holders of at least a majority 

  
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of the Company’s Series A Preferred Stock, par value $0.0001 per share, (c) the holders of a majority of the Series B Preferred Stock and (d) the holders of at least a majority of
the shares of Common Stock then held by the Key Holders then providing services to the Company as an officer, employee or consultant; provided, however, no consent or approval of any Investor or Key Holder shall be required to add
persons as parties to this Agreement as Investors or Key Holders and to revise Schedule A or Schedule B, as applicable, to include such parties; provided, that any such Investors have purchased Preferred Stock pursuant
to the Purchase Agreement as may be amended from time to time, and any such Investors or Key Holders have signed a counterpart signature page hereto. Any amendment or waiver effected in accordance with this Section 5.6 shall be binding
upon the Company, the Investors and any holder of Key Holder Stock, and each of their respective successors and assigns. Notwithstanding the foregoing, (i) any amendment, modification or waiver that adversely affects the rights of an Investor
in a manner that is materially different than the effect on the rights of the other Investors shall also require the written consent of such adversely affected Investor and (ii) in the event that the rights of first refusal and/or co-sale of
the Investors on the Key Holder Stock have been waived in a particular transaction and an Investor or Investors (each, a “Participating Investor”) is subsequently given the right to purchase the Key Holder Stock in connection
with such transfer or to sell a portion of Conversion Shares in lieu of the Key Holder Stock in such transfer (the “Investor Equity Securities”), then each Investor that is not a Participating Investor (the
“Non-Participating Investors”), shall be given rights of first refusal or co-sale rights, as applicable, in connection with such transfer to purchase or sell, as applicable, such Non-Participating Investor’s pro rata
share of the Investor Equity Securities and the number of shares of Investor Equity Securities to be purchased or sold, as applicable, by the Participating Investor shall be reduced to the extent the Non-Participating Investors wish to exercise such
rights of first refusal or co-sale, as applicable. 
 5.7 Notices. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail or confirmed facsimile if sent during normal business hours of the recipient, if not, then on the
next Business Day; (c) five Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications to the Company shall be sent to: 
 Avalanche
Biotechnologies, Inc. 
 1035 O’Brien Drive 

Menlo Park, CA 94107 
 Attention:
Chief Executive Officer 
 with a copy (which shall not constitute notice) to: 

Latham & Watkins LLP 

140 Scott Drive 
 Menlo Park,
California 94025 
 Attn: Alan C. Mendelson, Esq. 

All communications to Investors and the Key Holders shall be sent to each Investor’s or Key Holder’s address as set forth beneath its signature or
its name on Schedule A or Schedule B hereto, or at such other address as the relevant recipient may designate pursuant to the provisions of this Section 5.7. 

  
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 5.8 Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such provision will be enforced to the maximum extent possible and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement. In such event, the parties shall negotiate, in
good faith, a legal, valid and enforceable substitute provision which most nearly effects the intent of the parties in entering into this Agreement. 

5.9 Entire Agreement. This Agreement and the Purchase Agreement (including all schedules and exhibits attached hereto and thereto, if
any) constitute the full and entire understanding and agreement among the parties with respect to the subject matter hereof and hereby supersede all other agreements of the parties to the extent such agreements relate to the subject matter hereof.

 5.10 Advice of Counsel. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. 

5.11 Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation
transmission by .pdf) shall be binding to the same extent as an original signature page. 
 5.12 Effect of Change in Company’s
Capital Structure. If, from time to time, the Company pays a stock dividend or effects a stock split or other change in the character or amount of any of the outstanding stock of the Company, then in such event any and all new, substituted or
additional securities to which a Key Holder is entitled by reason of such Key Holder’s ownership of Key Holder Stock shall be immediately subject to the rights and obligations set forth in this Agreement with the same force and effect as the
stock subject to such rights immediately before such event. 
 5.13 Aggregation of Stock. All shares of Preferred Stock and Common
Stock of the Company held or acquired by Affiliates shall be aggregated (on an as converted basis) for the purpose of determining the availability of any rights under this Agreement. 

5.14 Conflict with Other Rights of First Refusal. In the event of a conflict between this Agreement and any other agreement that may
have been entered into by a Key Holder with the Company that contains a preexisting right of first refusal, including without limitation any stock purchase agreement or stock restriction agreement or the Company’s bylaws, the Company and the
Key Holder acknowledge and agree that the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with the right of first refusal set forth in this Agreement. 

  
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 5.15 Construction. 

(a) References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto. 

(b) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed
as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. 
 (c) Whenever this
Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified and shall be counted from the day immediately following the date from which such number of days are to be counted. 

(Signature pages follow) 

  
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 The parties have executed this Right of First Refusal and Co-Sale Agreement as of the date first
written above. 
  

			
	COMPANY:
	
	AVALANCHE BIOTECHNOLOGIES, INC.
		
	By:	 	 /s/ Tom Chalberg

	Name:	 	Thomas W. Chalberg, Jr.
	Title:	 	President and Chief Executive Officer



  
 RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTORS:
	
	VENROCK ASSOCIATES VI, L.P.
	By:	 	Venrock Management VI, LLC
	Its:	 	General Partner
	
	VENROCK PARTNERS VI, L.P.
	By:	 	Venrock Partners Management VI, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ David Stepp

		 	Authorized Signatory
	
	VENROCK HEALTHCARE CAPITAL PARTNERS, L.P.
	By:	 	VHCP Management, LLC
	Its:	 	General Partner
	
	VHCP CO-INVESTMENT HOLDINGS, LLC
	By:	 	VHCP Management, LLC
	Its:	 	Manager
		
	By:	 	 /s/ David Stepp

		 	Authorized Signatory


  
 RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	ZYGTECH, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY
		
	By:	 	 /s/ Zygmunt Wilf

	Name:	 	Zygmunt Wilf
		
	Title:	 	 Member



  
 RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	RICHARD AND MARCIA SCHULMAN LIVING TRUST DATED 10/2/99
		
	By:	 	 /s/ Richard Schulman

		
	Name:	 	 Richard Schulman

		
	Title:	 	 Co-Trustee



  
 RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	ROBERTA S. HOLLAND REVOCABLE TRUST-1996, DATED 10/28/96 AS AMENDED
		
	By:	 	 /s/ Roberta S. Holland

		
	Name:	 	 Roberta S. Holland Revocable Trust - 1996

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	PENSCO TRUST COMPANY CUSTODIAN (JOSEPH OLIVEIRA), IRA 080000004747
		
	By:	 	 /s/ Joseph Oliveira

		
	Name:	 	 Joseph Oliveira

		
	Title:	 	  

	
	PENSCO TRUST COMPANY FBO
	
	 Joseph Oliveira

	Authorized Signer


			
		
	By:	 	 /s/ Rachel Wheeler



  
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	INVESTOR:
	
	REGENERON PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Joseph J. LaRosa

		
	Name:	 	 Joseph J. LaRosa

		
	Title:	 	 SVP, General Counsel & Secretary



  
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	INVESTOR:
	
	COWEN AV INVESTMENT LLC
		
	By:	 	Cowen Structured Holdings Inc., it’s managing member
		
	By:	 	 /s/ Stephen Lasota

			
		 	Name:	 	Stephen Lasota
			
		 	Title:	 	Chief Financial Officer
		 		 	Cowen Group, Inc.


  
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	INVESTORS:
	
	REDMILE CAPITAL FUND, LP
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the General Partner and the Investment Manager
	
	REDMILE CAPITAL OFFSHORE FUND, LTD.
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the Investment Manager
	
	REDMILE CAPITAL OFFSHORE FUND II, LTD.
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the Investment Manager
	
	REDMILE SPECIAL OPPORTUNITIES FUND, LTD.
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the Investment Manager


  
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	INVESTOR:
	
	SABBY HEALTHCARE VOLATILITY MASTER FUND, LTD.
		
	By:	 	Sabby Management, LLC, its Investment Manager
				
		 		 	By:	 	 /s/ Robert Grundstein

		 		 		 	Robert Grundstein, COO and General Counsel


  
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	INVESTOR:
	
	ADAGE CAPITAL PARTNERS, LP
	BY:	 	Adage Capital Partners, GP, LLC, it’s General Partner
	BY:	 	Adage Capital Advisors, LLC it’s Managing Member
		
	By:	 	 /s/ Phillip T. Gross

		
	Name:	 	 Phillip T. Gross

		
	Title:	 	 Managing Director


 Adage Capital Partners, GP, LLC (“ACPGP”), serves as the general partner of Adage Capital Partners, LP, a Delaware
limited partnership (the “Fund”) and as such has discretion over the portfolio of securities beneficially owned by the Fund. Adage Capital Advisors, LLC, a Delaware limited liability company (“ACA”), is managing member of
ACPGP and directs ACPGP’s operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported
securities except to the extent of their pecuniary interest therein. 

  
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	INVESTORS:
	
	T. ROWE PRICE HEALTH SCIENCES FUND, INC.
	TD MUTUAL FUNDS – TD HEALTH SCIENCES FUND
	VALIC COMPANY I – HEALTH SCIENCES FUND
	T. ROWE PRICE HEALTH SCIENCES PORTFOLIO
	JOHN HANCOCK VARIABLE INSURANCE TRUST – HEALTH SCIENCES TRUST
	JOHN HANCOCK FUNDS II – HEALTH SCIENCES FUND
		
	By:	 	T. Rowe Price Associates, Inc., Investment Adviser
		
	By:	 	 /s/ Taymour Tamaddon

		
	Name:	 	 Taymour Tamaddon

		
	Title:	 	 Vice President



  
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	INVESTORS:
	
	DEERFIELD SPECIAL SITUATIONS FUND, L.P.
	By:	 	Deerfield Mgmt, L.P.
		 	General Partner
		 	By:	 	J.E. Flynn Capital, LLC
		 		 	General Partner
				
		 		 	By:	 	 /s/ David J. Clark

		 		 		 	Name:	 	David J. Clark
		 		 		 	Title:	 	Authorized Signatory
	
	DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.
	By:	 	Deerfield Mgmt, L.P.
		 	General Partner
		 	By:	 	J.E. Flynn Capital, LLC
		 		 	General Partner
				
		 		 	By:	 	 /s/ David J. Clark

		 		 		 	Name:	 	David J. Clark
		 		 		 	Title:	 	Authorized Signatory
	
	DEERFIELD PRIVATE DESIGN FUND III, L.P.
	By:	 	Deerfield Mgmt III, L.P.
		 	General Partner
		 	By:	 	J.E. Flynn Capital III, LLC
		 		 	General Partner
				
		 		 	By:	 	 /s/ David J. Clark

		 		 		 	Name:	 	David J. Clark
		 		 		 	Title:	 	Authorized Signatory


  
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	INVESTORS:
	
	FIDELITY SECURITIES FUND: FIDELITY OTC PORTFOLIO
		
	By:	 	 /s/ Stacie M. Smith

		
	Name:	 	 Stacie Smith

		
	Title:	 	 Deputy Treasurer

	
	FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO
		
	By:	 	 /s/ Stacie M. Smith

		
	Name:	 	 Stacie Smith

		
	Title:	 	 Deputy Treasurer

	
	FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND
		
	By:	 	 /s/ Stacie M. Smith

		
	Name:	 	 Stacie Smith

		
	Title:	 	 Deputy Treasurer



  
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	INVESTOR:
	
	ROCK SPRINGS CAPITAL MASTER FUND LP
	By:	 	Rock Springs GP LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Jeffrey Annecchino

		
	Name:	 	 Jeffrey Annecchino

		 	Authorized Signatory
		
	Title:	 	 COO



  
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	INVESTOR:
	
	WACHTER FAMILY TRUST
		
	By:	 	 /s/ Paul Wachter

		
	Name:	 	 Paul Wachter

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	 /s/ Alexandre Cohen

	ALEXANDRE COHEN


  
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	INVESTOR:
	
	GREGORY D SNODGRASS & KATHLEEN M SNODGRASS TTEES OF THE GREGORY AND KATHLEEN
SNODGRASS LIVING TRUST DTD 12/13/00
		
	By:	 	 /s/ Gregory D. Snodgrass

		
	Name:	 	 Gregory D. Snodgrass

		
	Title:	 	 Trustee

		
	By:	 	 /s/ Kathleen M. Snodgrass

		
	Name:	 	 Kathleen M. Snodgrass

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	 /s/ Stonington Cox

	STONINGTON COX


  
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	INVESTOR:
	
	CONSTANCE C COX TRUST DATED JUNE 28, 2000 AS AMENDED
		
	By:	 	 /s/ Constance C. Cox

		
	Name:	 	 Constance C. Cox, Trust dated June 28, 2000 as amended

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	P. ANTHONY PRICE REVOCABLE TRUST, MAY 6, 2002
		
	By:	 	 /s/ P.A. Price

		
	Name:	 	 P. Anthony Price

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	KRISTEN AND JIM WELLS FAMILY TRUST
		
	By:	 	 /s/ Kristen Wells

		
	Name:	 	 Kristen Wells

		
	Title:	 	 Trustee

		
	By:	 	 /s/ Jim Wells

		
	Name:	 	 Jim Wells

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	 /s/ Johannes Hull

	JOHANNES HULL


  
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	INVESTOR:
	
	 /s/ Michael C. Clark

	MICHAEL CLARK


  
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	INVESTOR:
	
	 /s/ Herman L. Alcalde

	HERMAN ALCALDE


  
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	INVESTOR:
	
	 /s/ John McLaughlin

	JOHN MCLAUGHLIN


  
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	INVESTOR:
	
	RIVERBEND RANCH PENSION TRUST
		
	By:	 	 /s/ Donald Ozenbaugh

		
	Name:	 	 Donald Ozenbaugh

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	ALAN C. & AGNÈS B. MENDELSON FAMILY TRUST
		
	By:	 	 /s/ Alan C. Mendelson

	Name:	 	Alan C. Mendelson
	Title:	 	Trustee


  
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	INVESTOR:
	
	VP COMPANY INVESTMENTS 2008, LLC
		
	By:	 	 /s/ Alan C. Mendelson

	Name:	 	Alan C. Mendelson
	Title:	 	Member of Management Committee


  
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	INVESTOR:
	
	 GREGORY P CHAGARIS & ANTHEA C STRATIGOS TTEE

CHAGARIS STRATIGOS FAM REV TST

		
	By:	 	 /s/ Gregory P. Chagaris

		
	Name:	 	 Gregory P. Chagaris

		
	Title:	 	 Trustee



  
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	INVESTOR:
	
	 /s/ Jordan Dubnow

	JORDAN DUBNOW


  
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	KEY HOLDER:
	
	 /s/ Tom Chalberg

	THOMAS W. CHALBERG, JR.


  
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	KEY HOLDER:
	
	 /s/ Mark S. Blumenkranz

	MARK S. BLUMENKRANZ


  
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	KEY HOLDER:
	
	 /s/ Steven D. Schwartz

	STEVEN D. SCHWARTZ


  
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	KEY HOLDER:
	
	 /s/ Mitchell H. Finer

	MITCHELL H. FINER


  
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 Schedule A 

KEY HOLDERS 
  

					
	 Name
	  	Number of Shares of Common
Stock	 
	 Thomas W. Chalberg, Jr.

2749 Carolina Avenue

Redwood City, CA 94061
	  	 	1,200,000	* 
		
	 Mark S. Blumenkranz

20 Larguita Lane

Portola Valley, CA 94028
	  	 	700,000	  
		
	 Steven D. Schwartz

10801 W. Sunset Blvd.

Los Angeles, CA 90077
	  	 	500,000	  
		
	 Mitchell Finer

150 Whitman Street

Stow, MA 01775
	  	 	700,000	  
		
	 Total
	  	 	3,100,000	  
		  	  
	  
	 

  

	*	Mr. Chalberg’s share count includes those shares that are expected to be repurchased immediately following the closing of the Series B round of financing. 








 Schedule B 

SCHEDULE OF INVESTORS 
  

									
	NAME AND ADDRESS	  	NUMBER OF SHARES OF
SERIES A PREFERRED
STOCK	 	 	NUMBER OF SHARES OF
SERIES B PREFERRED
STOCK	 
	 ZYGTECH, LLC, A NEW JERSEY
LIMITED LIABILITY COMPANY
 820 Morris Turnpike,

Suite 301

Short Hills, NJ 07078

Attn: Zygmunt Wilf
	  	 	2,799,269	* 	 	 	295,115	  
			
	 RICHARD AND MARCIA SCHULMAN
LIVING TRUST DATED 10/2/99
 150 S. Cliffwood Avenue

Los Angeles, CA 90049
	  	 	36,398	  	 	 	5,312	  
			
	 ROBERTA S. HOLLAND REVOCABLE
TRUST-1996, DATED 10/28/96 AS AMENDED
 10800
Wilshire Blvd. #1404
 Los Angeles, CA 90024
	  	 	36,398	  	 	 	5,312	  
			
	 PENSCO TRUST COMPANY CUSTODIAN
(JOSEPH OLIVEIRA), IRA 080000004747
 409 Albasio Ct.

Angels Camp, CA 95222-9756
	  				 	 	13,280	  









									
			
	 REGENERON PHARMACEUTICALS, INC.

777 Old Saw Mill River Road

Tarrytown, NY 10591

Attention: President

Copy: General Counsel
	  	 	689,655	  	  	 	531,208	  
			
	 VENROCK HEALTHCARE CAPITAL PARTNERS,
L.P.
 3340 Hillview Avenue

Palo Alto, CA 94304

Attn: David Stepp
	  				  	 	830,805	  
			
	 VENROCK ASSOCIATES VI, L.P.

3340 Hillview Avenue

Palo Alto, CA 94304

Attn: David Stepp
	  				  	 	911,193	  
			
	 VENROCK PARTNERS VI, L.P.

3340 Hillview Avenue

Palo Alto, CA 94304

Attn: David Stepp
	  				  	 	71,543	  
			
	 VHCP CO-INVESTMENT HOLDINGS, LLC

3340 Hillview Avenue

Palo Alto, CA 94304

Attn: David Stepp
	  				  	 	151,930	  
			
	 COWEN AV INVESTMENT LLC

599 Lexington Ave

New York, NY 10022
	  				  	 	265,604	  









							
			
	 REDMILE CAPITAL FUND, LP

c/o Redmile Group, LLC

One Letterman Drive, Bldg. D, Suite D3-700

San Francisco, CA 94129
	  		  	 	121,910	  
			
	 REDMILE CAPITAL OFFSHORE FUND,
LTD.
 c/o Redmile Group, LLC

One Letterman Drive, Bldg. D, Suite D3-700

San Francisco, CA 94129
	  		  	 	63,510	  
			
	 REDMILE CAPITAL OFFSHORE FUND II,
LTD.
 c/o Redmile Group, LLC

One Letterman Drive, Bldg. D, Suite D3-700

San Francisco, CA 94129
	  		  	 	240,720	  
			
	 REDMILE SPECIAL OPPORTUNITIES FUND,
LTD.
 c/o Redmile Group, LLC

One Letterman Drive, Bldg. D, Suite D3-700

San Francisco, CA 94129
	  		  	 	38,665	  
			
	 SABBY HEALTHCARE VOLATILITY MASTER
FUND, LTD.
 c/o Sabby Management, LLC

10 Mountainview Road, suite 205

Upper Saddle River, NJ 07458
	  		  	 	132,802	  
			
	 ADAGE CAPITAL PARTNERS, LP

200 Clarendon St. 52nd floor

Boston, MA 02116
	  		  	 	531,208	  









							
			
	 LOBSTERCREW & CO. FBO T. ROWE
PRICE HEALTH SCIENCES FUND, INC.
 T.
Rowe Price Associates, Inc.
 100 East Pratt Street

Baltimore, MD 21202

Attn: Andrew Baek, Vice President and Senior Legal Counsel
	  		  	 	508,922	  
			
	 MAC & CO. FBO TD MUTUTAL
FUNDS - TD HEALTH SCIENCES FUND
 T. Rowe Price
Associates, Inc.
 100 East Pratt Street

Baltimore, MD 21202

Attn: Andrew Baek, Vice President and Senior Legal Counsel
	  		  	 	27,038	  
			
	 SQUIDRIG & CO. FBO VALIC COMPANY
I - HEALTH SCIENCES FUND
 T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

Attn: Andrew Baek, Vice President and Senior Legal Counsel
	  		  	 	32,097	  
	 HORIZON BEACH & CO. FBO T.
ROWE PRICE HEALTH SCIENCES PORTFOLIO

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

Attn: Andrew Baek, Vice President and Senior Legal Counsel
	  		  	 	22,245	  
			
	 LAMPPOST & CO. FBO JOHN
HANCOCK VARIABLE INSURANCE TRUST - HEALTH SCIENCES TRUST

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

Attn: Andrew Baek, Vice President and Senior Legal Counsel
	  		  	 	15,532	  









							
			
	 ANNUITANT & CO. FBO JOHN HANCOCK
FUNDS II - HEALTH SCIENCES FUND
 T. Rowe Price
Associates, Inc.
 100 East Pratt Street

Baltimore, MD 21202

Attn: Andrew Baek, Vice President and Senior Legal Counsel
	  		  	 	31,616	  
			
	 DEERFIELD SPECIAL SITUATIONS FUND,
L.P.
 780 3rd ave 37th Floor

New York, NY 10017
	  		  	 	184,594	  
			
	 DEERFIELD SPECIAL SITUATIONS
INTERNATIONAL MASTER FUND, L.P.
 780 3rd ave 37th Floor

New York, NY 10017
	  		  	 	147,410	  
			
	 DEERFIELD PRIVATE DESIGN FUND III,
L.P.
 780 3rd ave 37th Floor

New York, NY 10017
	  		  	 	531,208	  
			
	 BOOTH & CO FBO FIDELITY
SECURITIES FUND: FIDELITY OTC PORTFOLIO
 The
Northern Trust Company
 Attn: Trade Securities Processing, C-1N

801 South Canal Street

Chicago, IL 60607

Fidelity Securities Fund: Fidelity OTC Portfolio

Reference Account # 26-68304
	  		  	 	700,821	  









							
			
	 MAG & CO FBO FIDELITY
SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO
 Brown
Brothers Harriman & Co.
 525 Washington Blvd

Jersey City NJ 07310

Attn: Michael Lerman 15th Floor

Corporate Actions
	  		  	 	537,368	  
			
	 BANGLE & CO FBO FIDELITY
ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND

State Street Bank & Trust

PO Box 5756

Boston, Massachusetts 02206

Attn: Bangle & Co fbo Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund
	  		  	 	89,832	  
			
	 ROCK SPRINGS CAPITAL MASTER
FUND LP
 650 South Exeter Street

Suite 1070

Baltimore, MD 21202
	  		  	 	132,802	  
			
	 WACHTER FAMILY TRUST

c/o Main Street Advisors, Inc.

3110 Main Street, Suite #310

Santa Monica, CA 90405
	  		  	 	63,081	  
			
	 ALEXANDRE COHEN

3110 Main Street

Suite 310

Santa Monica, CA 90405
	  		  	 	9,960	  









							
			
	 GREGORY D SNODGRASS & KATHLEEN M
SNODGRASS TTEES OF THE GREGORY AND KATHLEEN SNODGRASS LIVING TRUST DTD 12/13/00.

2045 Tasso Street

Palo Alto, CA 94301
	  		  	 	3,320	  
			
	 STONINGTON COX

2240 Green St. Apt.3

San Francisco, CA 94123
	  		  	 	3,320	  
			
	 CONSTANCE C COX TRUST DATED
JUNE 28, 2000 AS AMENDED
 2999 Pacific Ave., Apt 5

San Francisco, CA 94115
	  		  	 	3,320	  
			
	 P. ANTHONY PRICE REVOCABLE TRUST,
MAY 6, 2002
 2999 Pacific Ave., Apt 5

San Francisco, CA 94115
	  		  	 	3,320	  
			
	 KRISTEN AND JIM WELLS
FAMILY TRUST
 4115 Fair Oaks Ave

Menlo Park, CA 94025
	  		  	 	3,320	  
			
	 JOHANNES HULL

29 Dearborn Street

San Francisco, CA 94110
	  		  	 	3,320	  
			
	 MICHAEL CLARK

1096 Clarendon Ct

Oakland, CA 94610
	  		  	 	3,320	  
			
	 HERMAN ALCALDE

3733 Erris Ct

South San Francisco, CA 94080
	  		  	 	3,320	  









									
			
	 JOHN MCLAUGHLIN

265 Glen Way

Incline Village, NV 89451
	  				  	 	26,560	  
			
	 RIVERBEND RANCH PENSION TRUST

630 Smith Flat Rd.

Angels Camp, CA 95222
	  				  	 	9,960	  
			
	 ALAN C. & AGNÈS B. MENDELSON
FAMILY TRUST
 76 De Bell Drive

Atherton, CA 94027
	  				  	 	3,320	  
			
	 VP COMPANY INVESTMENTS 2008, LLC

c/o Latham & Watkins LLP 555 W. 5th Street Suite 800

Los Angeles, CA 90013
	  				  	 	3,320	  
			
	 GREGORY P CHAGARIS & ANTHEA C STRATIGOS TTEE

CHAGARIS STRATIGOS FAM REV TST

60 Joyce Road

Hillsborough, CA 94010
	  				  	 	3,320	  
			
	 JORDAN DUBNOW

c/o Main Street Advisors, Inc.

3110 Main Street, Suite #310

Santa Monica, CA 90405
	  				  	 	3,320	  
			
	 TOTAL:
	  	 	3,569,606	  	  	 	7,321,003	  
		  	  
	  
	 	  	  
	  
	 

  

	*	Zygtech, LLC’s share count includes those shares that are expected to be repurchased immediately following the closing of the Series B round of financing.