onct-ex41_414.htm



 

Exhibit 4.1

ONCTERNAL THERAPEUTICS, INC.

AMENDMENT TO

WARRANT TO PURCHASE SHARES OF

SERIES B-2 PREFERRED STOCK

 

This Amendment to Warrant to Purchase Shares of Series B-2 Preferred Stock (this “Amendment”), dated as of June 7, 2019 (the “Effective Date”), is being entered into by and between Oncternal Therapeutics, Inc., a Delaware corporation (the “Company”) and the holders of certain warrants to purchase shares of Series B-2 Preferred Stock issued in connection with that certain Series B-2 Preferred Stock and Warrant Purchase Agreement dated September 12, 2017 by and among the Company and the entities and persons listed on the Schedule of Investors thereto (each, a “Holder”).

WHEREAS, each Holder is the record and beneficial owner of certain warrants (the “Outstanding Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), set forth on Exhibit A hereto;

WHEREAS, the Company has announced entering into that certain Agreement and Plan of Merger and Reorganization, dated as of March 6, 2019 (as amended, the “Merger Agreement”), by and among GTx, Inc., a Delaware corporation (“Parent”), Grizzly Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the Company, whereby Parent and the Company intend to effect a merger of Merger Sub with and into the Company (the “Merger”) and stockholders of the Company will receive the right to receive shares of Parent common stock as consideration in the Merger;

WHEREAS, Section 5.5 of the Merger Agreement contemplates that the Outstanding Warrants shall be converted into and become warrants to purchase Parent common stock and Parent shall assume each Outstanding Warrant as a result of the Merger;

WHEREAS, Section 6.2 of the Outstanding Warrants provides that the Outstanding Warrants shall terminate upon the merger of the Company;

WHEREAS, Section 6.7 of the Outstanding Warrants provides that the Outstanding Warrants may be amended and the observance of any other term of the Outstanding Warrants may be waived, with the written consent of the Company and the Holders of at least a majority in interest of the shares issuable upon the exercise of all Outstanding Warrants; and

WHEREAS, the Company and the Holders of at least a majority in interest of the shares issuable upon the exercise of all Outstanding Warrants have agreed to amend the Outstanding Warrants in the manner provided in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein below and other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Holders and the Company hereby agree as follows:

1.  Capitalized Terms. Unless otherwise specified in this Amendment, all terms herein shall have the same meanings ascribed to them in the Outstanding Warrants.

2.  Amendments.

2.1.A new Section 2.8 is added to the Outstanding Warrants to read in its entirety as follows:

2.7No Cash Settlement. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance of any shares of Series B-2 Preferred Stock.

 

US-DOCS\106228335.5



 

2.2Section 3.4 of the Outstanding Warrants is amended and replaced in its entirety with the following:

3.4Reclassification or Reorganization. If the shares of Series B-2 Preferred Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision, conversion or combination of shares or stock dividend provided for in Sections 3.1, 3.2 and 3.3 above), then, and in each such event, Holder shall be entitled to receive upon the exercise of this Warrant the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, to which a holder of the number of shares of Series B-2 Preferred Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, reclassification or other change, all subject to further adjustment as provided herein (such kind and amount of shares of stock and other securities and property, the “Reclassified Shares”). At the request of Holder, this Warrant will thereupon be cancelled and upon its surrender to the Company, the Company will execute and deliver at its expense a new Warrant reflecting the foregoing adjustment, but otherwise identical to the replaced Warrant. Notwithstanding the foregoing, in any such case, the aggregate purchase price payable by Holder for the Reclassified Shares pursuant to this Warrant shall remain the same.

2.3Section 6.2 of the Outstanding Warrants is amended and replaced in its entirety with the following:

6.2Early Termination. In the event of, at any time during the Exercise Period, any capital reorganization, or any reclassification of the capital stock of the Company (other than a change in par value or from par value to no par value or no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), or the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other person, the Company shall provide to Holder ten (10) days advance written notice of such reorganization, reclassification, consolidation, merger or sale or other disposition of the Company’s assets, and this Warrant shall terminate (subject to the provisions of Section 6.3) unless exercised prior to the occurrence of such reorganization, reclassification, consolidation, merger or sale or other disposition of the Company’s assets. This section 6.2 shall not apply to the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated as of March 6, 2019 (the “Merger Agreement”), by and among GTx, Inc., a Delaware corporation,Grizzly Merger Sub, Inc., a Delaware corporation and the Company, including the Merger (as defined in the Merger Agreement) or any of the Contemplated Transactions (as defined in the Merger Agreement).

3.  No Other Amendment. Except for the matters set forth in this Amendment, all other terms of the Outstanding Warrants shall remain unchanged and in full force and effect.

4.  Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws principles.

5.  Counterparts. This Amendment may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument.

 

[Remainder of Page Intentionally Left Blank]

 

 

US-DOCS\106228335.5

2



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
ONCTERNAL THERAPEUTICS, INC.

	
 
	
 

	
 
	
By:
	
/s/Richard G. Vincent

	
 
	
Name:
	
Richard G. Vincent

	
 
	
Title: 
	
Chief Financial Officer

	
 
	
 
	
 

	
 
	
Address:
	
 
	
12230 El Camino Real, Ste 300

San Diego, CA 92130




 

 

[Amendment to Warrants to Purchase Shares of Series B-2 Pre ferred Stock Signature Page]

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Alexander Moore

	
 
	
 
	
 

	
 
	
By:
	
/s/Alexander Moore

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
1442 Kearny st

	
 
	
San Francisco, ca 94133




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Alexandria Venture Investments, LLC

	
 
	
 
	
By: Alexandria Real Estate Equities, Inc., its managing member

	
 
	
 
	
 

	
 
	
By:
	
/s/ Aaron Jacobson

	
 
	
Name:
	
Aaron Jacobson

	
 
	
Title:
	
SVP-Venture Counsel

	
 
	
 
	
 

	
 
	
Address: 385 E. Colorado Blvd., Suite 299, Pasadena, CA 91101




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Alma Life Sciences LLC

	
 
	
 
	
 

	
 
	
By:
	
 

	
 
	
Name:
	
Francois Ferre
	
Magda Marquet

	
 
	
Title:
	
Co-President
	
Co CEO

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
8540 Avenida de las Ondas

	
 
	
La Jolla ÇA 92037




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Amanda Miller

	
 
	
 
	
 

	
 
	
By:
	
/s/Amanda Miller

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
334 12th St.

	
 
	
Seal Beach, CA 90740




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Andrew Tyler Dixon

	
 
	
 
	
 

	
 
	
By:
	
/s/Andrew Tyler Dixon

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
353 W 200 S #207

	
 
	
Salt Lake City, UT 84101




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Benjamin Verschuere

	
 
	
 
	
 

	
 
	
By:
	
/s/Benjamin Verschuere

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
2195 beach street apt 301 san francisco

	
 
	
ca94123




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Berge K. Hagopian and Mary Ann Hagopian, Co Trustees, Hagopian Family Trust UA DTD 03/25/88

	
 
	
 
	
 

	
 
	
By:
	
/s/Berge K. Hagopian 
	
Mary Ann Hagopian

	
 
	
Name:
	
Berge K. Hagopian
	
Mary Ann Hagopian

	
 
	
Title:
	
Managing Partner
	
Managing Partner

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
11150 Santa Monica Blvd, suite 1200 

	
 
	
Los Angeles, Calif 90025




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Beta Operator Fund, LP

	
 
	
 
	
 

	
 
	
By:
	
/s/Parag Saxena

	
 
	
Name:
	
Parag Saxena

	
 
	
Title:
	
Director

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
250 West 55th St Suite 13D

	
 
	
New York, NY 10019




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Blackcomb Advisors LLC

	
 
	
 
	
 

	
 
	
By:
	
/s/Frank Stonebanks

	
 
	
Name:
	
Frank Stonebanks

	
 
	
Title:
	
Mr

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
440 Stevens Ave Suite 200

	
 
	
Solana Beach, CA   92075




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Breede 2013 FLP LLC

	
 
	
 
	
 

	
 
	
By:
	
/s/ Michael Edward Breede

	
 
	
Name:
	
Michael Edward Breede

	
 
	
Title:
	
member

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
35 golf lane

	
 
	
Ridgefield, ct  06877




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 

 


	
 
	
Holder:  Brian I Pidgeon Trust

	
 
	
 
	
 

	
 
	
By:
	
/s/ Brian I. Pidgeon

	
 
	
Name:
	
Brian I. Pidgeon

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
4619 Rancho Verde Trail

	
 
	
San Diego, Ca  92130




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  PENSCO Trust Company LLC Custodian FBO

Bruce A. Bastian IRA

	
 
	
 
	
 

	
 
	
By:
	
/s/ Bruce A. Bastian
	
/s/ Francis Novella

	
 
	
Name:
	
Bruce A. Bastian
	
Francis Novella

	
 
	
Title:
	
N/A
	
PENSCO Trust Company Authorize Authorized Signatory

	
 
	
Address:
	
 

	
 
	
675 Enfield Ct
	
PO BOX 173859

	
 
	
Delray Beach, FL  33444
	
Denver, CO  80217




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Bruce and Kerry Goodfield

	
 
	
 
	
 

	
 
	
By:
	
/s/ Bruce Goodfield
	
/s/ Kerry Goodfield

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
14 Doheny

	
 
	
Laguna Niguel, CA  92677




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Carl F. Edman and Xiaofan Dong (JTWRS)

	
 
	
 
	
 

	
 
	
By:
	
/s/ Carl F. Edman
	
/s/ Xiaofan Dong

	
 
	
Name:
	
Carl F. Edman
	
Xiaofan Dong

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
1502 Monmouth Drive

	
 
	
San Diego, CA  92109




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Cheston J. Larson

	
 
	
 
	
 

	
 
	
By:
	
/s/ Cheston J. Larson
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
c/o Latham & Watkins LLP

	
 
	
12670 High Bluff Drive

San Diego, CA  92130




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Conlin Living Trust Dated February 1, 2012 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Therese Conlin
	
 

	
 
	
Name:
	
Therese Conlin
	
 

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
435 Winsome Place 

	
 
	
Encinitas CA  92024




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Cove Partners II

	
 
	
 
	
 

	
 
	
By:
	
/s/ Richard Chan
	
 

	
 
	
Name:
	
Richard Chan
	
 

	
 
	
Title:
	
General Partner

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
1515 Crespo Drive

	
 
	
La Jolla, CA  92037




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Craig Gallagher

	
 
	
 
	
 

	
 
	
By:
	
/s/ Craig Gallagher
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
13385 Highlands Place #1236

	
 
	
San Diego. CA  92130




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  Darcy Thompson

	
 
	
 
	
 

	
 
	
By:
	
/s/ Darcy Thompson
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
2010 Trumar Lane 

	
 
	
Gilroy, CA  95020




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  DAVID ISCAR DE HOYOS NIF: 51411105X

	
 
	
 
	
 

	
 
	
By:
	
/s/ David
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
DAVID ISCAR DE HOYOS

	
 
	
51411105X




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:  David Johnson

	
 
	
 
	
 

	
 
	
By:
	
/s/ David Johnson
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
11900 NE Country Club Rd

	
 
	
Bainbridge Island, WA  98110




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
David M. Rudolf

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ David M. Rudolf

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
2360 Francisco street

	
 
	
San Francisco cA 94123




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Derek M. Evjenth

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Derek M. Evjenth

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
17265 Clara st

	
 
	
Monte Sereno, ca 95030




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Dixon Family Trust

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Craig Dixon

	
 
	
Name:
	
Craig Dixon

	
 
	
Title:
	
Owner

	
 
	
 
	
 

	
 
	
Address:

	
 
	
6344 Cardeno Dr.

	
 
	
La Jolla, ca. 92037




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Donald R. Rady Trust dated November 26, 1992, 

	
 
	
Donald R. Rady, Trustor and Trustee

	
 
	
 
	
 

	
 
	
By:
	
/s/ Donald Rady

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
don rady

	
 
	
trustee




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Donald W. Peitz Revocable Trust

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Donald W. Peitz

	
 
	
Name:
	
Donald W. Peitz

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:

	
 
	
10226 Carmer Road

	
 
	
Fenton, MI 48430




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Emerald Isle Capital

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Henry O'Halloran

	
 
	
Name:
	
Henry O'Halloranitz

	
 
	
Title:
	
MD

	
 
	
 
	
 

	
 
	
Address:

	
 
	
Henry I’ Halloran

	
 
	
MD




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Erik Hemmi

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Erik Hemmi

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
578 Gage Lane

	
 
	
San Diego CA 92106




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Equity Trust Company Custodian FBO Craig L. Dixon IRA

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Craig Dixon

	
 
	
Name:
	
Craig Dixon

	
 
	
Title:
	
Owner

	
 
	
 
	
 

	
 
	
Address:

	
 
	
6344 Cardeno Drive

	
 
	
La Jolla, Ca. 92037




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Finney Family 2002 Trust, U/D/T dated October 16 2002

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Kevin Finney

	
 
	
Name:
	
Kevin Finney

	
 
	
Title:
	
Mr

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
2859 Via Conquistador

	
 
	
 

	
 
	
Carlsbad, CA 92009




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Frederic R. Gross

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Frederic R. Gross

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
45 Manor Drive

	
 
	
 

	
 
	
Marlboro NJ 07746




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Friedman-Bioventure Fund I, LP

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Jeff Friedman

	
 
	
Name:
	
Jeff Friedman

	
 
	
Title:
	
Managing Partner, Friedman Bioventure Fund LP

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
1431 Pacific Highway #615

	
 
	
 

	
 
	
San Diego, CA 92101




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Garner Investments, LLC

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Cam L. Garner

	
 
	
Name:
	
Cam L. Garner

	
 
	
Title:
	
Managing Member

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
P.O.Box 675866

	
 
	
 

	
 
	
Rancho Santa Fe, CA 92067




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
George and Traci Stuart 2009 Revocable Trust dated 2/4/09

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ George Stuart

	
 
	
Name:
	
George Stuart

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
520 Del Corro Court

	
 
	
 

	
 
	
Chula Vista, CA 91910




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Glenn Holdings, L.P.

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Scott L. Glenn

	
 
	
Name:
	
Scott L. Glenn

	
 
	
Title:
	
General Partner

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
451 Curtis Ave PO Box 1865

	
 
	
 

	
 
	
Telluride, CO 81435




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Growth Ventures, Inc. Roth 401K

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Gary J. McAdam

	
 
	
Name:
	
Gary J. McAdam

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
14 Red Tail Drive

	
 
	
 

	
 
	
Highlands Ranch, CO 80126




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Hale BioPharma Ventures, LLC

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ David F. Hale

	
 
	
Name:
	
David F. Hale

	
 
	
Title:
	
Chairman & CEO

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
PO Box 8925

	
 
	
 

	
 
	
Rancho Santa Fe, Ca 92067




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Hanover-Oncternal, LLC

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Reed A. Miller

	
 
	
Name:
	
Reed A. Miller

	
 
	
Title:
	
Reed A. Miller, Managing Member

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
19 Benedict Place

	
 
	
 

	
 
	
Greenwich, CT 06830




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Hines Haus, LLC

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Merrill O. Hines III

	
 
	
Name:
	
Merrill O. Hines III

	
 
	
Title:
	
Partner

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
933 Columbia st

	
 
	
 

	
 
	
Houston TX 77008




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Jack Breard

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Jack Breard

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
3615 Centenary

	
 
	
 

	
 
	
Dallas, TX 75225




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
The James and Mary Breitmeyer Trust

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ James Breitmeyer

	
 
	
Name:
	
James Breitmeyer

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
7572 Northern Lights

	
 
	
 

	
 
	
San Diego, CA 92127




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
James C. Blair, Ph.D.

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ James C. Blair

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
202 Carnegie Center, Suite 104

	
 
	
 

	
 
	
Princeton, NJ 08540




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
James A. Weil

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ James Weil

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
4 Dolma Rd

	
 
	
 

	
 
	
Scarsdale N.Y. 10583




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
James Engelman 401K Plan

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ James C. Engelman

	
 
	
Name:
	
James C. Engelman

	
 
	
Title:
	
Plan Administrator

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
5001 February St.

	
 
	
 

	
 
	
San Diego, CA 92110




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
Weil Family II, LLC

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ James Weil

	
 
	
Name:
	
James Weil

	
 
	
Title:
	
MANAGING MEMBER

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
4 Dolma Rd

	
 
	
 

	
 
	
Scarsdale N.Y.10583




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder:
	
J3NS2 Capital, LLC

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Joel B. Braunstein

	
 
	
Name:
	
Joel B. Braunstein

	
 
	
Title:
	
Managing Member

	
 
	
 
	
 

	
 
	
Address:

	
 
	
 

	
 
	
27 Aberdeen Ct.

	
 
	
 

	
 
	
Bannockburn, IL 60015




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Jason Hemmi

	
 
	
 
	
 

	
 
	
By:
	
/s/Jason Hemmi

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3625 Dudley Street

	
 
	
San Diego, CA 92106




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Pensco Trust Co Custodian FBO Jason Hemmi, IRA

	
 
	
 
	
 

	
 
	
By:
	
/s/Jason Hemmi

	
 
	
Name:
	
Jason Hemmi

	
 
	
Title:
	
Fbo jason hemmi

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3625 Dudley Street

	
 
	
San Diego, CA 92106




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Jole Blon LLC

	
 
	
 
	
 

	
 
	
By:
	
/s/Michael Aquino

	
 
	
Name:
	
Michael Aquino

	
 
	
Title:
	
owner

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
19 Worthington Avenue Spring Lake

	
 
	
NJ 07762




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Jonathan and Rachael Cohen Living Trust

	
 
	
 
	
 

	
 
	
By:
	
/s/Jonathan Cohen
	
/s/Rocki Cohen

	
 
	
Name:
	
Michael Aquino
	
Rocki Cohen

	
 
	
Title:
	
Dr.
	
Mrs

	
 
	
 
	
 
	
 

	
 
	
Address:
	
 
	
 

	
 
	
413 Crawford rd
	
413 Crawford Rd

	
 
	
Modesto, CA 95356
	
Modesto, CA 95356




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: KCK Investors, G.P.

	
 
	
 
	
 

	
 
	
By:
	
/s/Joseph S. Cantie

	
 
	
Name:
	
Joseph S. Cantie

	
 
	
Title:
	
Partner, KCK Investors G.P.

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
18026 Stonebrook Drive

	
 
	
Northville, MI 48168




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Kenneth F. Buechler Trust

	
 
	
 
	
 

	
 
	
By:
	
/s/Kenneth

	
 
	
Name:
	
Kenneth F. Buechler

	
 
	
Title:
	
trustee

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
Po box 49

	
 
	
Rancho Santa Fe CA 92067




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Kenneth Markstein

	
 
	
 
	
 

	
 
	
By:
	
/s/Kenneth Markstein

	
 
	
Name:
	
Kenneth F. Buechler

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
po box 354

	
 
	
rancho santa fe ca 92067




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Kevin Haddad

	
 
	
 
	
 

	
 
	
By:
	
/s/Kevin Haddad

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3223 marlton drive

	
 
	
San Diego Ca 92104




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Laine Shakerdge

	
 
	
 
	
 

	
 
	
By:
	
/s/Laine Shakerdge

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3230 Highland Place, NW

	
 
	
Washington DC 20008




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Lance Torrey

	
 
	
 
	
 

	
 
	
By:
	
/s/Lance Torrey

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3005 Sacramento St., #5

	
 
	
San Francisco, CA 94115




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Make-A-Wish Foundation of America

	
 
	
 
	
 

	
 
	
By:
	
/s/ Maureen Musselman

	
 
	
Name:
	
Maureen Musselman

	
 
	
Title:
	
VP, CFO

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
1702 E. Highland Ave Suite 400

	
 
	
Phoenix, AZ 85016




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Marc Fleischman Living Trust

	
 
	
 
	
 

	
 
	
By:
	
/s/ Marc W. Fleischman

	
 
	
Name:
	
Marc W. Fleischman

	
 
	
Title:
	
Individual

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
310 7th Street

	
 
	
Del Mar, CA 92014




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: IRA Services Trust Company CFBO: Mark IRA 

	
 
	
Erlander, 462287

	
 
	
 

	
 
	
By:
	
/s/Mark Erlander

	
 
	
Name:
	
Mark Erlander

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3087 Cranbrook Ct

	
 
	
San Diego CA 92037




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Marc A. Offit Revocable Trust

	
 
	
 

	
 
	
By:
	
/s/Marc A. Offit

	
 
	
Name:
	
Marc A. Offit

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
324 Ramsay Rd

	
 
	
Deerfield, IL 60015




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Maryanne K. Sorge Revocable Trust (Dated:

	
 
	
4/6/2005)

	
 
	
By:
	
/s/Maryanne K. Sorge

	
 
	
Name:
	
Maryanne K. Sorge

	
 
	
Title:
	
K Sorge

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
box 8678

	
 
	
RSF, Ca. 92067




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Mesa Verde Venture Partners II, L.P.

	
 
	
 

	
 
	
By:
	
/s/Carey Ng

	
 
	
Name:
	
Carey Ng

	
 
	
Title:
	
Managing Director

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
4225 Executive Square Suite 600

	
 
	
La Jolla, CA 92037




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Michael Caggiano

	
 
	
 

	
 
	
By:
	
/s/Michael Caggiano

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
1513 Hampton Hill Cir

	
 
	
 

	
 
	
McLean, VA




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Michael Foster

	
 
	
 

	
 
	
By:
	
/s/ Michael Foster

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
6462 e Oberlin way

	
 
	
 

	
 
	
Scottsdale az 85266




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Michael John Pollock TR FBO Michael J

	
 
	
Pollock Revocable Trust

	
 
	
By:
	
/s/ Michael J. Pollock

	
 
	
Name:
	
Michael J. Pollock

	
 
	
Title:
	
trustee

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
7355 N St Rte 48

	
 
	
 

	
 
	
Springboro Ohio 45066




 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Pamela Dixon

	
 
	
 

	
 
	
By:
	
/s/ Pamela Dixon

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3223 Marlton Drive

	
 
	
 

	
 
	
San Diego, CA 92104




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Patrick Verschuere

	
 
	
 

	
 
	
By:
	
/s/ PV

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
30 rue de l'elevage 1340 Orrignies

	
 
	
 

	
 
	
Belgium




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Paul Ecke III and Julie Hampton, Joint Tenants

	
 
	
 
	
 

	
 
	
By:
	
/s/ Paul Ecke III
	
/s/ Julie Hampton

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
Address:
	
 
	
 

	
 
	
7220 Avenida Encinas Suite 204

	
 
	
Carlsbad, CA. 92011




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Perry Krallis

	
 
	
 

	
 
	
By:
	
/s/ Perry Krallis

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
11035 130th AVe NE

	
 
	
 

	
 
	
Kirkland, WA 98033




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Piccadilly Holdings, LLC

	
 
	
 

	
 
	
By:
	
/s/ Samuel H. Chamberlain

	
 
	
Name:
	
Samuel H. Chamberlain

	
 
	
Title:
	
Managing Partner

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
320 S. Fairfax Street

	
 
	
Alexandria, VA 22314

	
 
	
 




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Gillon Family Trust

	
 
	
 

	
 
	
By:
	
/s/ Peter Gillon

	
 
	
Name:
	
Peter Gillon

	
 
	
Title:
	
Trustee

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
3020 Chain Bridge Rd, NW

	
 
	
Washington, DC 20016

	
 
	
 




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Peter N. Reikes

	
 
	
 

	
 
	
By:
	
/s/ Peter N. Reikes

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
151 E. 79th Street, Apt. 3

	
 
	
 

	
 
	
New York, NY 10075

	
 
	
 




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Phillip David Mervis and Sheryl A Facktor

	
 
	
JTWROS

	
 
	
 

	
 
	
By:
	
/s/ Phillip David Mervis
	
/s/ Sheryl A Facktor

	
 
	
Name:
	
Phillip David Mervis
	
Sheryl A Facktor

	
 
	
Title:
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
Address:
	
 
	
 

	
 
	
4265 N. pennsylvania
	
4265 N. pennsylvania

	
 
	
indianapolis, IN. 46205
	
indianapolis, IN. 46205




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Piccadilly Holdings, LLC

	
 
	
 

	
 
	
By:
	
/s/ Samuel H. Chamberlain

	
 
	
Name:
	
Samuel H. Chamberlain

	
 
	
Title:
	
Managing Partner

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
320 S. Fairfax Street

	
 
	
 

	
 
	
Alexandria, VA 22314

	
 
	
 




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Rana Prasad

	
 
	
 

	
 
	
By:
	
/s/ Rana Prasad

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
8920 WEST RUSSELL ROAD, UNIT 2028

	
 
	
 

	
 
	
LAS VEGAS, NV 89148

	
 
	
 




 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Ray E. Kiefhaber

	
 
	
 

	
 
	
By:
	
/s/ Ray E. Kiefhaber

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 
	
 

	
 
	
Address:
	
 

	
 
	
505 curryer rd.

	
 
	
 

	
 
	
Middletown, ohio

	
 
	
 




 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Re: Align, Inc. Defined Benefit Plan DTD 01-01-15 Theodore and Jennifer Rolf, Trustees

	
 
	
 

	
 
	
By:
	
/s/ Theodore D. Rolf

	
 
	
Name:
	
Theodore D. Rolf

	
 
	
Title:
	
Trustee

	
 
	
 

	
 
	
Address:

	
 
	
1345 Pine Avenue

	
 
	
 

	
 
	
Carlsbad, CA 92008




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: The Richard G. Vincent and Stacy K. Vincent Trust, U.T.D. April 4, 2008

	
 
	
 

	
 
	
By:
	
/s/ Richard G. Vincent

	
 
	
Name:
	
Richard G. Vincent

	
 
	
Title:
	
Trustee

	
 
	
 

	
 
	
Address:

	
 
	
4732 Finchley Terrace

	
 
	
 

	
 
	
San Diego, CA 92130




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Ronald L. Graham

	
 
	
 

	
 
	
By:
	
/s/ Ronald L. Graham

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 

	
 
	
Address:

	
 
	
9017 Shearwater Rd

	
 
	
 

	
 
	
Blaine WA 98230




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Schuh Ventures, LLC

	
 
	
 

	
 
	
By:
	
/s/ Antonius Schuh, Ph.D.

	
 
	
Name:
	
Antonius Schuh, Ph.D.

	
 
	
Title:
	
Manager

	
 
	
 

	
 
	
Address:

	
 
	
5028 Seachase Way

	
 
	
 

	
 
	
San Diego, CA 92130




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Scott Nader Afshar

	
 
	
 

	
 
	
By:
	
/s/ Scott Nader Afshar

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 

	
 
	
Address:

	
 
	
5630 Circle Drive

	
 
	
 

	
 
	
El Sobrante, CA 94803




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Scott N. Wolfe

	
 
	
 

	
 
	
By:
	
/s/ Scott N. Wolfe

	
 
	
Name:
	
 

	
 
	
Title:
	
 

	
 
	
 

	
 
	
Address:

	
 
	
12670 High Bluff Dr

	
 
	
 

	
 
	
San Diego, CA 92130




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: SDL Ventures, LLC

	
 
	
 

	
 
	
By:
	
/s/ Donald R. Scifres

	
 
	
Name:
	
Donald R. Scifres

	
 
	
Title:
	
Managing Director

	
 
	
 

	
 
	
Address:

	
 
	
4984 El Camino Real, Suite 200

	
 
	
 

	
 
	
Los Altos, Ca 94022




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

 


	
 
	
Holder: Stephen F. Gallagher, Trustee

	
 
	
 

	
 
	
By:
	
/s/ Stephen F. Gallagher

	
 
	
Name:
	
Stephen F. Gallagher

	
 
	
Title:
	
trustee

	
 
	
 

	
 
	
Address:

	
 
	
1428 Baytowne Cir E

	
 
	
 

	
 
	
Miramar Beach, FL 32550




 

 

 

 

Holder Signature Page to Amendment to Warrants to Purchase Shares of Series B-2 Preferred Stock

 

 

 



 

Exhibit A

Outstanding Warrants to be Amended

 


	
Warrant Holder
	
Shares
Underlying

Warrants
	
Issuance
Date

	
600 Mile Challenge Fund 1, LLC
	
83,907
	
9/12/2017

	
Alexander Moore
	
3,834
	
9/12/2017

	
Alexandria Venture Investments, LLC
	
333,333
	
12/4/2017

	
Alma Life Sciences LLC
	
26,077
	
9/12/2017

	
Amanda Miller
	
3,834
	
9/12/2017

	
Andrew Tyler Dixon
	
1,380
	
9/12/2017

	
Benjamin Verschuere
	
16,666
	
9/12/2017

	
Berge K. Hagopian and Mary Ann Hagopian, Co Trustees, Hagopian Family Trust UA DTD 03/25/88
	
27,611
	
9/12/2017

	
Beta Operator Fund, LP
	
38,349
	
9/12/2017

	
Blackcomb Advisors LLC
	
16,666
	
12/6/2017

	
Braydore Partners
	
7,669
	
9/12/2017

	
Breede 2013 FLP LLC
	
16,666
	
12/18/2017

	
Breede 2013 FLP LLC
	
11,504
	
9/12/2017

	
Brian I Pidgeon Trust
	
16,666
	
9/12/2017

	
Bruce and Kerry Goodfield
	
16,666
	
11/6/2017

	
Cam Gallagher
	
16,666
	
9/12/2017

	
Carl F. Edman and Xiaofan Dong (JTWRS)
	
25,000
	
9/12/2017

	
Chad K. Miller & Kathleen L. Miller
	
3,000
	
9/12/2017

	
Cheston J. Larson
	
7,363
	
9/12/2017

	
Christopher J. Twomey and Rebecca J. Twomey Family Trust U.T.D. September 20, 2002
	
8,333
	
9/12/2017

	
Conlin Living Trust Dated February 1, 2012
	
5,752
	
11/7/2017

	
Cove Partners II
	
24,997
	
9/12/2017

	
Craig Gallagher
	
3,834
	
9/12/2017

	
Darcy Thompson
	
3,834
	
9/12/2017

	
David Dare
	
16,666
	
9/12/2017

	
DAVID ISCAR DE HOYOS NIF: 51411105X
	
8,333
	
9/12/2017

	
David Johnson
	
23,570
	
9/12/2017

	
David M. Rudolf
	
7,669
	
9/12/2017

	
Derek M. Evjenth
	
3,834
	
9/12/2017

	
Dixon Family Trust
	
8,333
	
9/12/2017

	
Donald R. Rady Trust dated November 26, 1992, Donald R. Rady, Trustor and Trustee
	
3,834
	
9/12/2017

	
Donald W. Peitz Revocable Trust
	
16,666
	
9/12/2017

	
Emerald Isle Capital
	
33,333
	
9/12/2017

	
Equity Trust Company Custodian FBO Craig L. Dixon IRA
	
13,805
	
9/12/2017

	
Erik Hemmi
	
12,832
	
9/12/2017

	
Finney Family 2002 Trust, U/D/T dated October 16 2002
	
1,917
	
9/12/2017

	
Frederic R. Gross
	
3,834
	
9/12/2017

	
Friedman-Bioventure Fund I, LP
	
33,333
	
9/12/2017

	
Garner Investments, LLC
	
35,281
	
9/12/2017

	
George and Traci Stuart 2009 Revocable Trust dated 2/4/09
	
3,834
	
9/12/2017

	
Gillon Family Trust
	
13,621
	
9/12/2017

	
Glenn Holdings, L.P.
	
44,485
	
9/12/2017

	
Growth Ventures, Inc. Roth 401K
	
7,669
	
9/12/2017

	
Hale BioPharma Ventures, LLC
	
44,869
	
9/12/2017

	
Hanover-Oncternal, LLC
	
68,107
	
9/12/2017

	
Hines Haus, LLC
	
33,333
	
11/21/2017

	
IRA Services Trust Company CFBO: Mark Erlander, IRA 462287
	
13,333
	
9/12/2017

	
IRA Services Trust Company FBO Chad Miller IRA 492425
	
1,333
	
9/12/2017




US-DOCS\106228335.5



 


	
Warrant Holder
	
Shares
Underlying

Warrants
	
Issuance
Date

	
IRA Services Trust Company FBO Kathleen Miller IRA 492413
	
1,358
	
9/12/2017

	
J3NS2 Capital, LLC
	
50,000
	
12/13/2017

	
J3NS2 Capital, LLC
	
25,000
	
9/12/2017

	
Jack Breard
	
16,666
	
12/12/2017

	
James A. Weil
	
26,844
	
9/12/2017

	
James C. Blair, Ph.D.
	
25,000
	
9/12/2017

	
James Engelman 401K Plan
	
3,834
	
9/12/2017

	
Jason Hemmi
	
7,833
	
9/12/2017

	
Jeffrey T. Haux and Evi A. Haux, Trustees, Haux Family Trust dated October 3, 2013
	
10,000
	
9/12/2017

	
Jeffrey T. Haux and Evi A. Haux, Trustees, Haux Family Trust dated October 3, 2013
	
8,333
	
12/11/2017

	
Jole Blon LLC
	
11,467
	
9/12/2017

	
Jonathan and Rachael Cohen Living Trust
	
3,834
	
9/12/2017

	
KCK Investors, G.P.
	
8,333
	
9/12/2017

	
Kenneth F. Buechler Trust
	
7,669
	
9/12/2017

	
Kenneth Markstein
	
18,407
	
9/12/2017

	
Kevin Haddad
	
25,002
	
9/12/2017

	
Laine Shakerdge
	
1,917
	
9/12/2017

	
Lance Torrey
	
16,666
	
12/11/2017

	
Larry T. Aker and Hazel M. Aker, Trustees of The Aker Family Trust Dated July 21, 2014
	
1,917
	
9/12/2017

	
MagnaSci Co-Investments, L.L.C.
	
748,334
	
9/12/2017

	
MagnaSci Fund II, L.P.
	
366,666
	
12/30/2017

	
MagnaSci Fund, L.P.
	
918,333
	
9/12/2017

	
MagnaSci Fund, L.P.
	
500,000
	
9/12/2017

	
Make-A-Wish Foundation of America
	
8,333
	
9/12/2017

	
Marc A. Offit Revocable Trust
	
50,000
	
12/8/2017

	
Marc A. Offit Revocable Trust
	
16,666
	
9/12/2017

	
Marc Fleischman Living Trust
	
5,000
	
9/12/2017

	
Maryanne K. Sorge Revocable Trust (Dated: 4/6/2005)
	
16,666
	
9/12/2017

	
Mesa Verde Venture Partners II, L.P.
	
33,333
	
9/12/2017

	
Michael Caggiano
	
1,725
	
9/12/2017

	
Michael Foster
	
10,000
	
9/12/2017

	
Michael Foster
	
8,333
	
12/11/2017

	
Michael John Pollock TR FBO Michael J Pollock Revocable Trust
	
5,752
	
9/12/2017

	
Nathaniel Dixon
	
2,531
	
9/12/2017

	
Pamela Dixon
	
6,667
	
9/12/2017

	
Patrick Verschuere
	
5,333
	
9/12/2017

	
Paul Ecke III and Julie Hampton, Joint Tenants
	
6,903
	
9/12/2017

	
Pensco Trust Co Custodian FBO Jason Hemmi, IRA
	
8,332
	
9/12/2017

	
PENSCO Trust Company LLC Custodian FBO Bruce A. Bastian IRA
	
33,333
	
9/12/2017

	
Perry Krallis
	
6,810
	
9/12/2017

	
Peter N. Reikes
	
5,862
	
9/12/2017

	
Phillip David Mervis and Sheryl A Facktor JTWROS
	
38,140
	
9/12/2017

	
Piccadilly Holdings, LLC
	
7,669
	
9/12/2017

	
Polar Circus LLC
	
83,333
	
9/12/2017

	
Rana Prasad
	
7,669
	
9/12/2017

	
Ray E. Kiefhaber
	
1,917
	
9/12/2017

	
Re: Align, Inc. Defined Benefit Plan DTD 01-01-15 Theodore and Jennifer Rolf, Trustees
	
1,957
	
9/12/2017

	
Revolutions Advisors Defined Benefit Plan DTD 1/1/2011
	
100,000
	
12/15/2017

	
Ronald L. Graham
	
33,333
	
9/12/2017

	
Schuh Ventures, LLC
	
19,174
	
9/12/2017

	
Scott N. Wolfe
	
5,522
	
9/12/2017

	
Scott Nader Afshar
	
25,000
	
9/12/2017

	
SDL Ventures
	
19,174
	
9/12/2017




US-DOCS\106228335.5



 


	
Warrant Holder
	
Shares
Underlying

Warrants
	
Issuance
Date

	
SDL Ventures, LLC
	
14,878
	
11/17/2017

	
Sean Ainsworth
	
1,999
	
9/12/2017

	
Stephen F. Gallagher, Trustee
	
5,752
	
9/12/2017

	
Steven Koltai
	
2,684
	
9/12/2017

	
Steven Rea
	
8,333
	
12/13/2017

	
Sween-OT Investment, LLC
	
16,666
	
9/12/2017

	
The Greene Family Trust
	
9,203
	
9/12/2017

	
The James and Mary Breitmeyer Trust
	
10,000
	
9/12/2017

	
The Mohsen Zaki Fahmi and Maria Gabriella Fahmi Living Trust Dated August 17, 2016
	
66,666
	
9/12/2017

	
The Mohsen Zaki Fahmi and Maria Gabriella Fahmi Living Trust Dated August 17, 2016
	
66,666
	
12/5/2017

	
The Richard G. Vincent and Stacy K. Vincent Trust, U.T.D. April 4, 2008
	
3,834
	
9/12/2017

	
The Sunroad 2011 Trust
	
36,815
	
9/12/2017

	
The Weeks Family Trust
	
8,333
	
9/12/2017

	
Timothy M. Pennington and Melissa J. Pennington as Trustees of the Pennington Family Revocable Trust UA Dated May 23, 1984
	
27,611
	
9/12/2017

	
TKMB LLC
	
25,000
	
9/12/2017

	
TNKRGK Family Trust dated 12/23/76, Trustees Tawfiq N. Khoury and Richel G. Khoury, Trustee
	
16,666
	
9/12/2017

	
Tom Falk
	
20,831
	
9/12/2017

	
Tristan Peitz
	
10,666
	
9/12/2017

	
Twomey Family Investments, LLC
	
8,333
	
9/12/2017

	
Virani 2012 Trust
	
76,699
	
9/12/2017

	
VP Company Investments 2016, LLC
	
12,885
	
9/12/2017

	
Weil Family II, LLC
	
3,834
	
9/12/2017

	
Weinstein Family Trust
	
16,666
	
9/12/2017

	
Wilkie Trust dated 2/27/04
	
5,752
	
9/12/2017

	
William R. and Joyce E. LaRue Family Trust Dated November 4, 1991
	
3,834
	
9/12/2017

	
WS Investment Company, LLC (2017A)
	
13,621
	
9/12/2017

	
Zaniboni Ventures, LLC
	
19,174
	
9/12/2017




 

US-DOCS\106228335.5