EX-4.1



 Exhibit 4.1 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the [    ] day of September, 2014,
by and among ProQR Therapeutics B.V., a private company with limited liability, having its corporate seat in Utrecht (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in
this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”. 

RECITALS 

WHEREAS, the Company and the Investors are parties to the Subscription Agreement IIII of even date herewith (the “Purchase
Agreement”); 
 WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce the
Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Ordinary Shares issuable
to the Investors, and shall govern certain other matters as set forth in this Agreement; and 
 WHEREAS, the Company and the
Investors are entering into this Agreement in connection with the Company’s decision to pursue an IPO in accordance with the Amended and Restated Shareholders Agreement dated as of April 17, 2014 by and among the Company, the Investors and
the other parties named therein. 
 NOW, THEREFORE, the parties hereby agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital or other investment fund now or hereafter existing that is
controlled by one or more general partners or managing members of, or shares the same management company or investment advisor with, such Person. 

1.2 “Ordinary Shares” means shares of the Company’s Ordinary Shares. 

1.3 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under
the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements 







 
therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state
securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 
 1.4
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

1.5 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a
subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; or (iii) a registration relating to a dividend reinvestment plan. 

1.6 “Fidelity Investors” means Fidelity Select Portfolios: Biotechnology Portfolio, a Massachusetts business trust organized
and existing under the laws of the Commonwealth of Massachusetts, and Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund, a Massachusetts business trust organized and existing under the laws of the Commonwealth of Massachusetts;

 1.7 “Form F-1” means such form under the Securities Act as in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC. 
 1.8 “Form F-3” means such form under
the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the
SEC. 
 1.9 “Holder” means any holder of Registrable Securities who is a party to this Agreement. 

1.10 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein. 

1.11 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

 1.12 “IPO” means the Company’s first underwritten public offering of its Ordinary Shares under the Securities Act.

 1.13 “Key Holder Registrable Securities” means (i) the 3,364,019 Ordinary Shares held by the Key Holders, and
(ii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.


  
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 1.14 “Person” means any individual, corporation, partnership, trust, limited
liability company, association or other entity. 
 1.15 “Preferred Shares” means shares of the Company’s Preferred
Shares. 
 1.16 “Registrable Securities” means (i) the Ordinary Shares issuable or issued upon conversion of the
Preferred Shares; (ii) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the
purposes of Section 3.6; and (iii) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned
pursuant to Subsection 3.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement. 

1.17 “Registrable Securities then outstanding” means the number of shares determined by adding the number of outstanding
Ordinary Shares that are Registrable Securities and the number of Ordinary Shares issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. 

1.18 “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in
Subsection 2.12(b) hereof. 
 1.19 “SEC” means the Securities and Exchange Commission. 

1.20 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

1.21 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

1.22 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 1.23 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to
the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 

2. Registration Rights. The Company covenants and agrees as follows: 

2.1 Demand Registration. 

(a) Form F-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration
statement for the IPO, the Company receives a request from Holders of at least one-third of the Registrable Securities then outstanding that the 

  
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Company file a Form F-1 registration statement with respect to Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million, then
the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any
event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be
registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is
given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. 
 (b) Form F-3 Demand.
If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form F-3
registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days
after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the
Initiating Holders, file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the
Company within twenty (20) days of the date such Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. 

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this
Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for
such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant
acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or
(iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or
effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than
twice in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded
Registration. 
 (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
Subsection 2.1(a) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a
Company-initiated registration, provided that the 

  
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Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations
pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to
Subsection 2.1(a). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is thirty (30) days before the
Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith
commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately
preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) unless the applicable registration statement has been declared effective by the SEC and has been
continuously effective and available for resales thereunder during the entire Effectiveness Period specified in Section 2.4(a), unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration
expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this
Subsection 2.1(d). 
 2.2 Company Registration. If the Company proposes to register (including, for this purpose, a
registration effected by the Company for stockholders other than the Holders) any of its Ordinary Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the
Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of
Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it
under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn
registration shall be borne by the Company in accordance with Subsection 2.6. 
 2.3 Underwriting Requirements. 

(a) If, pursuant to Subsection 2.1 the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by
the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this
Subsection 2.3, if the managing 

  
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underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all
Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the
Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that
the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to
Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its
underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the
underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in
proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall the number of Registrable Securities
included in the offering be reduced below twenty percent (20%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the
determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership,
limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and
retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate
number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

  
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 2.4 Obligations of the Company. Whenever required under this Section 2 to
effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file
with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and keep such registration statement continuously effective for
one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) day period shall be extended for a
period of time equal to the period the Holder refrains, at the request of an underwriter of Ordinary Shares (or other securities) of the Company, from selling any securities included in such registration (the “Effectiveness
Period”); 
 (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus
used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; 

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities
Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 
 (f) use its commercially reasonable efforts to cause all such Registrable
Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available
for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling
Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent 

  
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accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the
information in such registration statement and to conduct appropriate due diligence in connection therewith; 
 (i) notify each selling
Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 In addition, the Company shall ensure that, at all times after any registration
statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1
of the Exchange Act. 
 2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended
method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to
exceed $50,000 per registration, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any
expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all
selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to
one registration pursuant to Subsections 2.1(a) or 2.1(b) as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition,
business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such
expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and
paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

  
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 2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2: 

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel, investment advisors and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be
liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or
other aforementioned Person expressly for use in connection with such registration. 
 (b) To the extent permitted by law, each selling
Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the
Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other
Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder
expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending
any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any
such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way
of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by
such Holder. 
 (c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of
any action (including any governmental 

  
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action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this
Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any
other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties
that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a
reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying
party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8. 

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any
party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8 then, and in each such case, such parties will contribute to the aggregate
losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in
connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case
(x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in
no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such
Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 

  
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 (e) Unless otherwise superseded by an underwriting agreement entered into in connection with the
underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise
shall survive the termination of this Agreement. 
 2.9 Reports Under Exchange Act. With a view to making available to the Holders
the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3, the Company
shall: 
 (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144,
at all times after the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially reasonable
efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request to the extent accurate, (i) a
written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the
Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after the Company so
qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has
become subject to the reporting requirements under the Exchange Act) or pursuant to Form F-3 (at any time after the Company so qualifies to use such form) 

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of sixty-six and two-thirds of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would provide to such holder the right to
include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of
Registrable Securities that they wish to so include. 
 2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that
it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Ordinary Shares or any other equity securities
under the Securities Act on a registration statement on Form F-1 for the IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the


  
 11 








 
case of the IPO, or such other period (but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering) as may
be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the
restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option
or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or
indirectly) for Ordinary Shares held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this
Subsection 2.11 shall apply only to the IPO and shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters in connection with such registration are intended third-party
beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested
by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of
such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. 

2.12 Restrictions on Transfer. 

(a) The Preferred Shares and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not
recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Shares and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement. 
 (b) Each certificate, instrument, or book entry representing
(i) the Preferred Shares, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES
MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH 

  
 12 








 
REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR ANY OTHER APPLICABLE INTERNATIONAL OR NATIONAL LAW. 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making a notation in its records and
giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. 

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of
this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give
notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested
by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect
that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without
registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or
transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the
terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, the Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in
any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee under this clause (y) agrees in writing to be subject to the terms of this
Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate
restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is
not required in order to establish compliance with any provisions of the Securities Act. 
 2.13 Termination of Registration Rights.
The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of: 

  
 13 








 (a) the closing of an Exit (as defined in the Company’s Amended and Restated Shareholders
Agreement dated as of April 17, 2014) other than an IPO; 
 (b) such time as Rule 144 or another similar exemption under the
Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and 

(c) the fifth anniversary of the date of the IPO. 

3. Miscellaneous. 
 3.1
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s
Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 1,162,920 shares of Registrable Securities (subject to
appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the
name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms
and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an
Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with
those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or
taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees 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 permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

3.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. 

3.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes. 
 3.4 Titles and Subtitles. The titles
and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. 

  
 14 








 3.5 Notices. All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal
business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or
(iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the
respective parties at their addresses as set forth on Schedule A or Schedule B (as applicable) hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company,
or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3.5. If notice is given to the Company, a copy shall also be sent to NautaDutilh N.V.,
Strawinskylaan 1999, 1077 XV P.O. Box 7113, 1007 JC Amsterdam, Attn: Christiaan de Brauw, with a required copy to Goodwin Procter LLP, 53 State Street, Boston, MA 02109, Attn: Mitchell S. Bloom and Danielle M. Lauzon. 

3.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may
in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be
deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be
amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion with
respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase
securities in such transaction). Further, this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any
adverse effect such amendment or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of at least a majority of the Registrable Securities held by the Key Holders. The Company shall give prompt
notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this
Subsection 3.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. Section 2.11 cannot be amended, waived or modified without the consent of the Fidelity Investors. 

3.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal
or unenforceable in any respect, such 

  
 15 








 
invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that
it will be valid, legal, and enforceable to the maximum extent permitted by law. 
 3.8 Aggregation of Shares. All shares of
Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any
manner they deem appropriate. 
 3.9 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the
full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. 

3.10 Dispute Resolution. The parties agree that any dispute in connection with this Agreement or any Agreement resulting therefrom
shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam. 
 3.11 Delays or Omissions. No delay or
omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

[Remainder of Page Intentionally Left Blank] 

  
 16 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	PROQR THERAPEUTICS B.V.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

	
	KEY HOLDERS:
		
	Signature:	 	  

		
	Name:	 	  

	
	INVESTORS:
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  










 SCHEDULE A 

Investors 
 Fidelity Select Portfolios:
Biotechnology Portfolio 
  

			
	Name	  	Brown Brothers Harriman & Co.
	Address	  	 525 Washington Blvd, Jersey City NJ 07310,

United States of America

	Attn.	  	Michael Lerman 15th Floor, Corporate Actions
	Copy	  	 Dan Chisholm (daniel.chisholm@fmr.com)
 David
Henken (dhenken@goodwinprocter.com)
 Hans Witteveen (hans.witteveen@stibbe.com)


 Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund 

 

			
	Name	  	State Street Bank & Trust
	Address	  	 PO Box 5756, Boston, Massachusetts 02206,

United States of America

	Attn.	  	Bangle & Co fbo Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund
	Copy	  	 Dan Chisholm (daniel.chisholm@fmr.com)
 David
Henken (dhenken@goodwinprocter.com)
 Hans Witteveen (hans.witteveen@stibbe.com)


 Coöperatieve Gilde Healthcare III Sub-Holding 2 U.A. 

 

			
	Address	  	Newtonlaan 91, 3584 BP Utrecht, the Netherlands
	Attn.	  	Management board

 Jennison Global Healthcare Master Fund, Ltd. 
  

			
	Name	  	Jennison Associates LLC
	Address	  	 466 Lexington Avenue, New York, NY 10017,

United States of America

	Attn.	  	Legal Department

 Apple Tree Partners IV, L.P., 
  

			
	Name	  	Maples Corporate Services Limited
	Address	  	 PO Box 309, Ugland House, Grand Cayman KY1-1104,

Cayman Islands

	Attn.	  	Management board Apple Tree Partners IV, LP.


  
 A-1 








 Sabby Healthcare Volatility Master Fund, Ltd 

 

			
	Address	  	 10 Mountainview Road, Suite 205
 Upper Saddle
River, New Jersey 07458,
 United States of America


 Sabby Volatility Warrant Master Fund, Ltd. 
  

			
	Name	  	c/o Sabby Management, LLC
	Address	  	 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458,

United States of America


 Redmile Capital Fund, LP 
  

			
	Name	  	Redmile Group, LLC
	Address	  	One Letterman Drive, Bldg. D, Suite D-3, Suite 700, San Francisco, CA 94129, United States of America
	Attn.	  	Management Board

 Redmile Capital Offshore Fund, Ltd. 
  

			
	Name	  	Redmile Group, LLC
	Address	  	One Letterman Drive, Bldg. D, Suite D-3, Suite 700 San Francisco, CA 94129, United States of America
	Attn.	  	Management Board

 Redmile Capital Offshore Fund II, Ltd. 
  

			
	Name	  	Redmile Group, LLC
	Address	  	One Letterman Drive, Bldg. D, Suite D-3, Suite 700, San Francisco, CA 94129, United States of America
	Attn.	  	Management Board

 Redmile Special Opportunities Fund, Ltd. 
  

			
	Name	  	Redmile Group, LLC
	Address	  	One Letterman Drive, Bldg. D, Suite D-3, Suite 700, San Francisco, CA 94129, United States of America
	Attn.	  	Management Board

 Mr. T. Malley 
  

			
	Address	  	19 Martin Lane, Englewood, CO 80113, United States of America

 El Chicon Partners, LLC 
  

			
	Address	  	5031 S. Ulster Street #470, Denver, CO 80237
	Attn.	  	Management board


  
 A-2 








 Leerink Swann Co-Investment Fund, LLC 
  

			
	Address	  	 1 Federal Street, 37th Floor, Boston, Massachusetts 02110,

United States of America

	Attn.	  	Management board

 Leerink Holdings LLC 
  

			
	Address	  	 1 Federal Street, 37th Floor, Boston, Massachusetts 02110,

United States of America

	Attn.	  	Management board

 Foresite Capital Fund II, LP 
  

			
	Address	  	 101 California Street, Suite 4100, San Francisco, CA 94111,

United States of America

	Attn.	  	Management board

 Stichting Administratiekantoor Friends of ProQR 
  

			
	Address	  	Darwinweg 24, 2333 CR Leiden, the Netherlands
	Attn	  	Management board

 Mr R.K. Beukema 
  

			
	Address	  	Eerste Lauriersdwarsstraat 48, 1016 PZ Amsterdam, the Netherlands

 Mr H.A. Termeer 
  

			
	Address	  	 396 Ocean Avenue, Marblehead, Massachusetts 01945,

United States of America


 Mr D. Valerio 
  

			
	Address	  	Rhijngeesterstraatweg 11, 2342 AN Oegstgeest, the Netherlands

 Sofinnova Capital VII FCPR 
  

			
	Address	  	17, Rue de Surène 75008 Paris, France
	Attn	  	Management board

 Stichting ProQR Therapeutics Participation 
  

			
	Address	  	Darwinweg 24, 2333 CR Leiden, the Netherlands
	Attn	  	Management board


  
 A-3 








 Stichting Administratiekantoor The Invisible Hand at Work 

 

			
	Address	  	Hoge Weidelaan 20, 2275 TL, Voorburg, the Netherlands
	Attn	  	Management board

 Vogelgezang B.V. 
  

			
	Address	  	Eisenhowerlaan 124, 2517 KM, ‘s-Gravenhage, the Netherlands
	Attn	  	Management Board

 J.H.J. Voskamp Participaties B.V. 
  

			
	Address	  	De Beaufortlaan 6, 3743 DS Baarn, the Netherlands
	Attn	  	Management board

 Appel B.V. 
  

			
	Address	  	Diermenseweg 3, 3882 RX Putten, the Netherlands
	Attn	  	Management board

 Progress Therapeutics B.V. 
  

			
	Address	  	Wijngaardenlaan 56, 2252 XR Voorschoten, the Netherlands
	Attn	  	Management board

 Stichting Administratiekantoor Endavit 
  

			
	Address	  	Vlielandstraat 5, 1181 HL Amstelveen, the Netherlands
	Attn	  	Management board

 Mr H.L. Heijneker 
  

			
	Address	  	2244 Steiner Street, San Francisco, CA 94115, United States of America

 Mr B. Klein 
  

			
	Address	  	Abtswoude 19-B, 2626 NC Delft, the Netherlands


  
 A-4 








 SCHEDULE B 

Key Holders 
 Daniel de Boer 

Diermenseweg 3, 3882 RX Putten 
 the Netherlands 

Gerard Platenburg 
 Wijngaardenlaan 56, 2252 XR Voorschoten 

the Netherlands 
 Henri Termeer 

396 Ocean Avenue 
 Marblehead, Massachusetts 01945 

United States of America 
 Dinko Valerio 

Rhijngeesterstraatweg 11 
 2342 AN Oegstgeest 

the Netherlands 

  
 B-1