Conversion and Amendment Agreement, dated June 16, 2011



 Exhibit 4.14 
 CONVERSION AND AMENDMENT AGREEMENT 
 THIS
CONVERSION AND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2011, by and among HORIZON
PHARMA, INC., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”). 

RECITALS 
 WHEREAS, the Company is contemplating the consummation of a firm commitment underwritten initial public offering of its common stock (the
“IPO”); 
 WHEREAS, the Stockholders are holders of shares of the Company’s
outstanding Series A Preferred Stock (the “Series A Preferred”) and Series B Preferred Stock (the “Series B Preferred”, together with the Series A Preferred, the “Series
Preferred”), and/or shares of the Company’s Common Stock (“Common Stock”); 
 WHEREAS, pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended and as may be amended from time to time (the “Restated
Certificate”), each share of Series Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Conversion Price (as defined in the Restated Certificate) applicable to such share of Series
Preferred, immediately upon the earlier of (A) the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, provided:
(i) such offering results in aggregate gross cash proceeds of not less than $50,000,000 (prior to underwriting discounts and commissions) and (ii) the shares of Common Stock so sold are listed on the NYSE, the NASDAQ Global Select Market,
or the NASDAQ Global Market (a “Qualified IPO”); or (B) the date specified by written consent or agreement of the holders of at least
66 2/3% of the then outstanding shares of Series
Preferred, voting together as a single class on an as-converted basis; 

WHEREAS, the Stockholders constitute the holders of at least 66 2/3% of the outstanding shares of the Series Preferred, voting together
as a single class on an as-converted basis; 
 WHEREAS, the Company and certain of the undersigned
Stockholders, among others, are parties to that certain Investors’ Rights Agreement dated as of April 1, 2010 (the “Investors’ Rights Agreement”) and that certain Voting Agreement dated as of April 1, 2010
(the “Voting Agreement”); 
 WHEREAS, the Investors’ Rights Agreement
contains certain provisions the termination of which are triggered by the closing of a Qualified IPO; 

WHEREAS, the Voting Agreement terminates upon the consummation of a firm commitment underwritten public offering by
the Company of shares of its Common Stock in connection with which all of the outstanding shares of Series Preferred are converted into shares of Common Stock, pursuant to the Restated Certificate; 

  
 1. 









 WHEREAS, any term of the Investors’ Rights
Agreement may be amended or waived with the written consent of the Company and the holders of at least
66 2/3% of the Registrable Securities (as defined in
the Investors’ Rights Agreement) then outstanding;
 WHEREAS, the undersigned stockholders
have the requisite percentages of the applicable securities required to amend the provisions of the Investors’ Rights Agreement; 
 WHEREAS, the undersigned Stockholders desire to assist the Company in proceeding with an IPO and, in connection therewith, desire to amend certain provisions of the Investors’
Rights Agreement and to confirm the termination of the Voting Agreement; and 
 WHEREAS, in order to
eliminate any uncertainty or delay with respect to the conversion of the Series Preferred in connection with the IPO the undersigned Stockholders desire to: (A) approve the conversion, effective immediately prior to the closing of the IPO, of
each share of Series Preferred then outstanding into Common Stock at the then-effective applicable Conversion Price, provided that the price per share of the Common Stock sold in the IPO to the public is approved by the Board of Directors of the
Company (the “Board”) or the Pricing Committee of the Board (an “Approved IPO”), and (B) amend the Investors’ Rights Agreement and confirm the termination of the Voting Agreement, all as more
fully set forth herein. 
 AGREEMENT 

NOW, THEREFORE, the parties to this Agreement, for good and valuable consideration,
the receipt and sufficiency of which are acknowledged and agreed, hereby agree as follows: 
 1.
CONVERSION. Each undersigned Stockholder, with respect to all shares of Series Preferred held by it, hereby agrees and consents that, effective immediately prior to the closing of an Approved IPO, whether or not such Approved
IPO also constitutes a Qualified IPO, all outstanding shares of the Series Preferred shall automatically be converted into shares of Common Stock at the applicable Conversion Price (each as defined in the Restated Certificate) then in effect.

 2. AMENDMENT OF INVESTORS’ RIGHTS
AGREEMENT. The Company and the undersigned Stockholders that are holders of Registrable Securities, with respect to all shares of Registrable Securities held thereby, on behalf of themselves and all other holders of Registrable
Securities, hereby amend the Investors’ Rights Agreement as follows: 
 The following defined term in Section 1.1(i)
of the Investors’ Rights Agreement is hereby amended in its entirety as follows: 
 “Qualified IPO”
means the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, provided: (i) the price per share of the Common Stock sold in the IPO to the
public is approved by the Board or a Pricing Committee of the Board and (ii) the shares of Common Stock so sold are listed on the NYSE, the NASDAQ Global Select Market, or the NASDAQ Global Market. 

  
 2. 









 3. TERMINATION OF VOTING
AGREEMENT. The Company and the undersigned Stockholders, on behalf of themselves and all other parties to the Voting Agreement, hereby acknowledge that, effective immediately prior to the closing of an Approved IPO, the Voting
Agreement shall terminate in its entirety and be of no further force or effect pursuant to its terms. 
 4.
SUNSET. Notwithstanding anything to the contrary set forth herein, this Agreement and all obligations hereunder shall terminate and this Agreement shall have no force or effect retrospectively or prospectively if the closing of
an Approved IPO has not occurred prior to September 30, 2011. 
 5. MISCELLANEOUS. 

(a) Entire Agreement; Binding Effect. This Agreement constitutes the entire agreement of the parties hereto
related to the matters set forth herein, and supersedes all prior agreements between such parties, whether written or oral, related to such subject matter. 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 hereto. Except as amended or expressly provided hereby, the terms of the Investors’ Rights Agreement and the Voting Agreement shall remain in full force and effect. 

(b) Amendment; Waiver. Neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and each party against whom enforcement of such amendment, waiver, discharge or termination is sought. 

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California as applied to contracts among California residents entered into and performed entirely within California. 
 (d) Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Facsimile signatures shall be as effective as original signatures. 
 (e) Further
Assurances. Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such further instruments or documents or take such other actions as may be reasonably necessary to consummate the transactions contemplated by
this Agreement. 

  
 3. 









 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	COMPANY:
	
	HORIZON PHARMA, INC. 
		
	By:	 	/s/ Timothy P. Walbert
	Name:	 	Timothy P. Walbert
	Title:	 	Chairman, President and
		 	Chief Executive Officer



  

[SIGNATURE PAGE TO CONVERSION AMENDMENT
AGREEMENT] 








 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDER:
	
	SCALE VENTURE PARTNERS II, L.P.
		
	By:	 	Scale Venture Management II, LLC
	Its:	 	General Partner



	
	
	/s/ Lou Bock
	Lou Bock
	Managing Director



  

[SIGNATURE PAGE TO CONVERSION AMENDMENT
AGREEMENT] 








 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	
	 SUTTER HILL VENTURES,

A CALIFORNIA LIMITED PARTNERSHIP

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	Jeffrey W. Bird
		 	Managing Director of the General Partner
	
	JEFFREY W. BIRD AND CHRISTINA R. BIRD AS TRUSTEES
OF JEFFREY W. AND CHRISTINA R. BIRD TRUST AGREEMENT DATED 10/31/00
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
		 	Jeffrey W. Bird, Trustee



  

[SIGNATURE PAGE TO CONVERSION AMENDMENT
AGREEMENT] 








 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDER S:
	
	ESSEX WOODLANDS HEALTH VENTURES FUND VII, L.P.
		
	By:	 	Essex Woodlands Health Ventures VII, LP.
	Its:	 	General Partner
		
	By:	 	Essex Woodlands Health Ventures VII, L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Jeff Himawan
		 	Jeff Himawan, Managing Director


 [SIGNATURE PAGE TO CONVERSION
AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	 STOCKHOLDER S:

 
 ATLAS VENTURE FUND VI,
L.P.

		
	By:	 	Atlas Venture Associates VI, L.P.
	Their:	 	General Partner
		
	By:	 	Atlas Venture Associates VI, Inc.
	Its:	 	General Partner
		
	By:	 	/s/ Kristen Laguerre
	Name:	 	Kristen Laguerre
	Title:	 	Vice President
	
	ATLAS VENTURE ENTREPRENEURS’ FUND VI, L.P.
		
	By:	 	Atlas Venture Associates VI, L.P.
	Their:	 	General Partner
		
	By:	 	Atlas Venture Associates VI, Inc.
	Its:	 	General Partner
		
	By:	 	/s/ Kristen Laguerre
	Name:	 	Kristen Laguerre
	Title:	 	Vice President
	
	ATLAS VENTURE FUND VI GMBH & CO. KG
		
	By:	 	Atlas Venture Associates VI, L.P.
	Its:	 	Managing Limited Partner
		
	By:	 	Atlas Venture Associates VI, Inc.
	Its:	 	General Partner
		
	By:	 	/s/ Kristen Laguerre
	Name:	 	Kristen Laguerre
	Title:	 	Vice President


 [SIGNATURE PAGE TO CONVERSION
AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	 STOCKHOLDER S:

 
 THE GLOBAL LIFE
SCIENCE VENTURES FONDS II GMBH & CO KG

		
	By:	 	The Global Life Science Ventures GmbH
	Its:	 	General Partner
		
	By:	 	/s/ Dr. Hans A. Kupper
	Name:	 	Dr. Hans A. Kupper
	Title:	 	Managing Director of the GLSV GmbH
		 	the General Partner of the GLSV Fond II GmbH + CoKG
	
	THE GLOBAL LIFE SCIENCE VENTURES FUND II LIMITED
PARTNERSHIP
		
	By:	 	Global Life Science Ventures (GP) Limited
	Its:	 	General Partner
		
	By:	 	/s/ Barry McClay
	Name:	 	Barry McClay
	Title:	 	Director


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	 STOCKHOLDER S:

 
 NGN BIOMED OPPORTUNITY I,
L.P.

		
	By:	 	NGN BioMed I, G.P., L.P.
	Its:	 	General Partner
		
	By:	 	NGN Capital LLC
	Its:	 	General Partner
		
	By:	 	/s/ Peter Johann
	Name:	 	Dr. Peter Johann
	Title:	 	Managing General Partner
	
	NGN BIOMED OPPORTUNITY I GMBH & CO. BETEILIGUNGS
KG
		
	By:	 	NGN Capital LLC
	Its:	 	Managing Limited Partner
		
	By:	 	/s/ Peter Johann
	Name:	 	Dr. Peter Johann
	Title:	 	Managing General Partner


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	 STOCKHOLDER:
  

TVM LIFE SCIENCE VENTURES VI, L.P.

		
	By:	 	TVM Life Science Ventures VI Cayman Ltd.,
	Its	 	General Partner
		
	By:	 	/s/ Mark Cipriano
	Name:	 	Mark Cipriano
	Title:	 	Authorized Officer
		
	By:	 	/s/ John J. Dierko
	Name:	 	John J. Dierko
	Title:	 	Authorized Officer
	
	TVM LIFE SCIENCE VENTURES VI GMBH & CO. KG
		
	By:	 	/s/ Mark Cipriano
	Name:	 	Mark Cipriano
	Title:	 	Managing Limited Partner
		
	By:	 	/s/ John J. Dierko
	Name:	 	John J. Dierko
	Title:	 	Managing Limited Partner


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	 STOCKHOLDERS:
  

CD-VENTURE GMBH

		
	By:	 	/s/ Christian Boehringer
	Name:	 	Christian Boehringer
	Title:	 	General Manager and Owner
	
	ANMA VENTURE GMBH
		
	By:	 	/s/ Mathias Boehringer
	Name:	 	Dr. Mathias Boehringer
	Title:	 	Managing Director
	
	CBI GMBH
		
	By:	 	/s/ Christian Boehringer
	Name:	 	Christian Boehringer
	Title:	 	Managing Director


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	  
 DAVID L. ANDERSON,
TRUSTEE OF THE ANDERSON LIVING TRUST U/A/D 1/22/98

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	ANVEST, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	G. LEONARD BAKER, JR. AND MARY ANNE BAKER,
CO-TRUSTEES OF THE BAKER REVOCABLE TRUST, U/A/D 2/3/03
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	TENCH COXE AND SIMONE OTUS COXE, CO-TRUSTEES
OF THE COXE REVOCABLE TRUST, U/A/D 4/23/98
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	DAVID E. SWEET AND ROBIN T. SWEET, AS TRUSTEES
OF THE DAVID & ROBIN SWEET LIVING TRUST, DATED 7/6/04
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	  
 JAMES C. GAITHER,
TRUSTEE OF THE GAITHER REVOCABLE TRUST, U/A/D 9/28/00

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  
  

	
	
	
	/s/ Robert Yin, Under Power of Attorney
	JAMES C. GAITHER


  

	
	
	
	/s/ Robert Yin, Under Power of Attorney
	LYNN B. GRAW


  

	
	
	
	/s/ Robert Yin, Under Power of Attorney
	PATRICIA TOM


  

	
	
	
	/s/ Robert Yin, Under Power of Attorney
	JULIE A. YOUNGER


  

	
	
	
	/s/ Robert Yin, Under Power of Attorney
	KELLY L. YOUNGER


  

	
	
	
	/s/ Robert Yin, Under Power of Attorney
	MARK YOUNGER


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

			
	STOCKHOLDERS:
	  
 ROOSTER PARTNERS,
LP

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	SAUNDERS HOLDINGS, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	TALLACK PARTNERS, L.P.
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	PATRICK AND YING CHEN 2001 LIVING TRUST DATED
3/17/01
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


  

			
	JAMES N. WHITE AND PATRICIA A. O’BRIEN, AS TRUSTEES
OF THE WHITE FAMILY TRUST, U/A/D 4/3/97
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	
	YIN FAMILY TRUST DATED MARCH 1, 1997
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 
	
	NAAR FAMILY TRUST U/A/D 12/22/94
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 
	
	 GREGORY P. SANDS AND SARAH J.D. SANDS,
AS
 TRUSTEES (SANDS 2/24/99 TRUST)

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 
	
	 JAMES N WHITE, TRUSTEE OF SIERRA
TRUST U/A/D
 12/16/1997

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 
	
	 SHERRYL WILEY CASELLA, TRUSTEE OF
SHERRYL
 WILEY CASELLA REVOCABLE TRUST DATED
5/8/06

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	
	STEVEN J. GRAW AND LYNNE B. GRAW AS TRUSTEES
OF THE GRAW FAMILY TRUST U/A/D 2/20/08
		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 
	
	 JAMES G LAPLANTE JR, MARK W
YOUNGER,
 DAVIDE E. SWEET, CO-TRUSTEES OF
LAUREN
 YOUNGER LIVING TRUST U/A/D 7/30/09

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 
	
	 WILLIAM H. YOUNGER, JR. REVOCABLE
TRUST
 U/A/D 8/5/2009

		
	By:	 	/s/ Robert Yin, Under Power of Attorney
	Name:	 	 
	Title:	 	 


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	
	 Wells Fargo Bank, N.A., Trustee
 Attention: Thomas M. Thurston
 600 California Street 12th Floor
 MAC A0193-120
 San Francisco, CA. 94108
 Phone: (415) 396-3736
 Fax: (415) 975-7539

Email: thursttm@wellsfargo.com

	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO SHERYLL W. CASELLA

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO WILLIAM H. YOUNGER, JR.

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO TENCH COXE

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO DAVID E. SWEET (ROLLOVER)

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO G. LEONARD BAKER, JR.

		
	By:	 	/s/ Thomas M. Thurston


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO DIANE J. NAAR

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO YU-YING CHEN

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO PATRICIA TOM (PRE)

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO ROBERT YIN

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO LYNNE B. GRAW

		
	By:	 	/s/ Thomas M. Thurston
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO LYNNE B. GRAW (ROLLOVER)

		
	By:	 	/s/ Thomas M. Thurston


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

			
	STOCKHOLDERS:
	
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO PATRICIA TOM (POST)

		
	By:	 	/s/ Thomas M. Thurston
		 	


  

			
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN
 FBO LAUREN YOUNGER

		
	By:	 	/s/ Thomas M. Thurston
		 	


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT] 







 IN WITNESS WHEREOF, the
parties hereto have executed this CONVERSION AND AMENDMENT AGREEMENT as of the date first written above. 

 

	
	STOCKHOLDERS:
	
	/s/ Barry Golombik
	BARRY GOLOMBIK


  

			
	 BARRY L. GOLOMBIK AND MARY
CATHERINE
 DANAHEY, CO-TRUSTEES OF THE
GOLOMBIK /
 DANAHEY FAMILY TRUST – 1998

		
	By:	 	/s/ Barry Golombik
	Name:	 	Barry Golombik
	Title:	 	Trustee


 [SIGNATURE PAGE TO CONVERSION
AND AMENDMENT AGREEMENT]