Exhibit 10.6(b) 

 

NEVRO CORP.

 

AMENDMENT TO
  AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 

This Amendment to Amended and Restated Registration Rights Agreement (this “Amendment”), by and among Nevro Corp., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company is made and entered into as of March 5, 2013, with respect to that certain Amended and Restated Registration Rights Agreement, dated as of February 8, 2013, by and among the Company and each of the stockholders of the Company listed on Exhibit A thereto, as such Exhibit A may be amended from time to time (the “Stockholders”) (the “Original Agreement”).  Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Original Agreement.

 

RECITALS

 

WHEREAS, the Company and the Stockholders are parties to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of February 8, 2013, as amended by that certain Amendment to Series C Convertible Preferred Stock Purchase Agreement, dated as of even date herewith (together as amended, the “Purchase Agreement”), pursuant to which two new investors are purchasing shares of the Company’s Series C Preferred Stock (the “Series C Preferred Stock”) and Novo is purchasing additional shares of Series C Preferred Stock in a Subsequent Closing (as defined in the Purchase Agreement).

 

WHEREAS, in connection with the Subsequent Closing, the Company and the undersigned Stockholders desire to amend the Original Agreement in certain respects as set forth herein.

 

WHEREAS, pursuant to Section 14.3 of the Original Agreement, the provisions of the Original Agreement may be amended or waived at any time by the written agreement of the Company and Stockholders holding at least 70% of the Registrable Securities.

 

WHEREAS, any amendment or waiver effected in accordance with Section 14.3 of the Original Agreement shall be binding upon each holder of Registrable Securities and the Company.

 

WHEREAS, the undersigned Stockholders hold, in the aggregate, not less than 70% of the Registrable Securities, voting together as a single class on an as-converted basis.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 











 

1.                                      Amendments.

 

(A).                            Section 14.3 of the Original Agreement is hereby amended to add the following sentence: “Notwithstanding anything herein to the contrary, if pursuant to the Series C Stock Purchase Agreement, additional parties may purchase shares of Series C Preferred Stock in a Subsequent Closing (as defined in the Series C Stock Purchase Agreement) thereunder, then each such Purchaser (as defined in the Series C Stock Purchase Agreement) shall become a party to this Agreement as a “Stockholder” hereunder, without the need for any consent, approval or signature of any Stockholder when such Purchaser has both: (a) purchased shares of Series C Preferred Stock under the Series C Stock Purchase Agreement and paid the Company all consideration payable for such shares and (b) executed one or more counterpart signature pages to this Agreement.”

 

(B).                            Exhibit A to the Original Agreement is hereby amended in its entirety in the form attached as Exhibit A hereto.

 

2.                                      Reference to and Effect on the Original Agreement.  On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby.  No reference to this Amendment need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Agreement, in any of such to be deemed a reference to the Original Agreement as amended hereby.

 

3.                                      No Other Amendments.  Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms.

 

4.                                      Counterparts.  This Amendment may be executed in any number of counterparts, each of which may be executed by less than all of the parties necessary to give effect to this Amendment, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

 

5.                                      Headings.  All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provisions of this Amendment or the Original Agreement.

 

6.                                      Governing Law.  This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

 

(Signature Pages Follow)

 

2











 

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

 

	
 
    	
NEVRO   CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael DeMane
    
	
 
    	
 
    	
Name:   Michael DeMane
    
	
 
    	
 
    	
Title:   Chief Executive Officer
    


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 











 

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

 

 

	
 
    	
NOVO   A/S
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kim Dueholm
    
	
 
    	
 
    	
Name:   Kim Dueholm
    
	
 
    	
 
    	
Title:   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
Tuborg   Havnevej 19
    
	
 
    	
 
    	
DK   2900 Hellerup
    
	
 
    	
 
    	
Denmark
    
				


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 











 

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

 

 

	
 
    	
JOHNSON &   JOHNSON DEVELOPMENT CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brad Vale
    
	
 
    	
 
    	
Name:   Brad Vale
    
	
 
    	
 
    	
Title:     Vice President
    


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 









 

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

 

 

	
 
    	
BAY   CITY CAPITAL FUND IV, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
Bay   City Capital Management IV LLC
    
	
 
    	
Its:   
    	
General   Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
Bay   City Capital LLC
    
	
 
    	
Its:   
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Fred Craves
    
	
 
    	
 
    	
 
    	
Name:
    	
Fred   Craves
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BAY   CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
Bay   City Capital Management IV LLC
    
	
 
    	
Its:   
    	
General   Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
Bay   City Capital LLC
    
	
 
    	
Its:   
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Fred Craves
    
	
 
    	
 
    	
 
    	
Name:
    	
Fred   Craves
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 











 

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

 

 

	
 
    	
ABERDARE   VENTURES III, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Aberdare   GP III, LLC
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   John H. Odden
    
	
 
    	
 
    	
 
    	
Name:   
    	
John   H. Odden
    
	
 
    	
 
    	
 
    	
Title:    
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ABERDARE   PARTNERS III, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Aberdare   GP III, LLC
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   John H. Odden
    
	
 
    	
 
    	
 
    	
Name:   
    	
John   H. Odden
    
	
 
    	
 
    	
 
    	
Title:    
    	
Manager
    


 

 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 











 

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

 

	
 
    	
THREE   ARCH PARTNERS IV, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
Three   Arch Management IV, L.L.C.
    
	
 
    	
Its:   
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Wilfred Jaeger
    
	
 
    	
 
    	
 
    	
Name:
    	
Wilfred   Jaeger
    
	
 
    	
 
    	
 
    	
Title:   
    	
Managing   Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THREE   ARCH ASSOCIATES IV, L.P
    
	
 
    	
 
    
	
 
    	
By:
    	
Three   Arch Management IV, L.L.C.
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Wilfred Jaeger
    
	
 
    	
 
    	
 
    	
Name:
    	
Wilfred   Jaeger
    
	
 
    	
 
    	
 
    	
Title:    
    	
Managing   Member
    


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 











 

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

 

 

	
 
    	
MPM BIOVENTURES IV-QP, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
MPM   BioVentures IV GP LLC
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
MPM   BioVentures IV LLC
    
	
 
    	
Its:
    	
Managing   Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James P. Scopa
    
	
 
    	
Name:
    	
James   P. Scopa
    
	
 
    	
Title:   
    	
Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MPM   BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG
    
	
 
    	
 
    
	
 
    	
By:
    	
MPM   BioVentures IV GP LLC
    
	
 
    	
Its:
    	
Managing   Limited Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
MPM   BioVentures IV LLC
    
	
 
    	
Its:
    	
Managing   Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James P. Scopa
    
	
 
    	
Name:
    	
James   P. Scopa
    
	
 
    	
Title:   
    	
Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MPM   ASSET MANAGEMENT INVESTORS BV4 LLC
    
	
 
    	
By:
    	
MPM   BioVentures IV LLC
    
	
 
    	
Its:
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James P. Scopa
    
	
 
    	
Name:
    	
James   P. Scopa
    
	
 
    	
Title:   
    	
Member
    


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 











 

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

 

	
 
    	
AMV   PARTNERS II, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
Accuitive   Medical Ventures II, LLC
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Charles Larsen
    
	
 
    	
 
    	
 
    	
Name:
    	
Charles   Larsen
    
	
 
    	
 
    	
 
    	
Title:   
    	
Managing   Director
    


 

SIGNATURE PAGE TO NEVRO CORP.

AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 









 

EXHIBIT A

 

STOCKHOLDERS

 

	
Name/Address:
    	
 
    	
No. of Shares
   of
   Common
   Stock
    	
 
    	
No. of Shares of
   Series A
   Preferred Stock
    	
 
    	
No. of Shares of
   Series B
   Preferred Stock
    	
 
    	
No. of Shares of
   Series C
   Preferred Stock
    	
 
    
	
Novo   A/S
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
47,516,198
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Johnson &   Johnson Development Corporation

Attn: Brad Vale
    6500 Paseo Padre Dr.
    Fremont, CA 94555



With a Copy to:
    Attn: Jayne Zall
    Assistant General Counsel
    One Johnson & Johnson Plaza
   New Brunswick, NJ 08933
    	
 
    	
—
    	
 
    	
—
    	
 
    	
66,964,285
    	
 
    	
5,923,871
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bay   City Capital Fund IV, L.P.

Attention: Carl Goldfischer
   750 Battery Street
   Suite 400
   San Francisco, CA 94111
    	
 
    	
562,868
    	
 
    	
30,548,195
    	
 
    	
16,387,835
    	
 
    	
4,591,539
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bay   City Capital Fund IV Co-Investment Fund, L.P.

Attention: Carl Goldfischer
   750 Battery Street
   Suite 400
   San Francisco, CA 94111
    	
 
    	
12,132
    	
 
    	
658,461
    	
 
    	
353,236
    	
 
    	
98,970
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Three   Arch Partners IV, L.P.

Attention: Bill Harrington
   3200 Alpine Road
   Portola Valley, CA 94028
    	
 
    	
97,840
    	
 
    	
30,532,495
    	
 
    	
16,379,412
    	
 
    	
4,897,841
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Three   Arch Associates IV, L.P.

Attention: Bill Harrington
   3200 Alpine Road
   Portola Valley, CA 94028
    	
 
    	
2,160
    	
 
    	
674,161
    	
 
    	
361,659
    	
 
    	
108,145
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mayo   Foundation for Medical Education and Research

Attn: Jeffrey Torborg
   200 1st Street SW
   Rochester, MN 55905
    	
 
    	
1,000,000
    	
 
    	
2,747,252
    	
 
    	
—
    	
 
    	
—
    	
 
    


 











 

	
Name/Address:
    	
 
    	
No. of Shares
   of
   Common
   Stock
    	
 
    	
No. of Shares of
   Series A
   Preferred Stock
    	
 
    	
No. of Shares of
   Series B
   Preferred Stock
    	
 
    	
No. of Shares of
   Series C
   Preferred Stock
    	
 
    
	
Mayo   Clinic

Attn: Jeffrey Torborg
    200 1st Street SW
    Rochester, MN 55905
    	
 
    	
—
    	
 
    	
2,747,252
    	
 
    	
1,116,071
    	
 
    	
621,875
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MPM   BioVentures IV GmBH & Co. Beteiligungs KG

c/o MPM Capital
   The John Hancock Tower
   200 Clarendon Street, 54th Floor
   Boston, MA 02116
    	
 
    	
—
    	
 
    	
346,711
    	
 
    	
185,995
    	
 
    	
62,389
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MPM BioVentures IV-QP, L.P.

c/o MPM Capital
   The John Hancock Tower
   200 Clarendon Street, 54th Floor
   Boston, MA 02116
    	
 
    	
—
    	
 
    	
8,999,431
    	
 
    	
4,827,821
    	
 
    	
1,619,423
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
MPM   Asset Management Investors BV4 LLC

c/o MPM Capital
   The John Hancock Tower
   200 Clarendon Street, 54th Floor
   Boston, MA 02116
    	
 
    	
—
    	
 
    	
255,904
    	
 
    	
137,282
    	
 
    	
46,049
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Konstantinos   Alataris

411 Acacia Avenue
    Palo Alto, CA 94306
    	
 
    	
12,151,745*
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Michael   Masterson

750 Battery Street
   Suite 400
   San Francisco, CA 94111
    	
 
    	
70,939
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Aberdare   Ventures III, L.P.

Attention: Paul Klingenstein
   Aberdare Ventures
   One Embarcadero Center
   Suite 4000
   San Francisco, CA 94111
    	
 
    	
—
    	
 
    	
26,972,070
    	
 
    	
10,904,468
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Aberdare   Partners III, L.P.

Attention: Paul Klingenstein
   Aberdare Ventures
   One Embarcadero Center
   Suite 4000
   San Francisco, CA 94111
    	
 
    	
—
    	
 
    	
633,817
    	
 
    	
256,246
    	
 
    	
—
    	
 
    


 











 

	
Name/Address:
    	
 
    	
No. of Shares
   of
   Common
   Stock
    	
 
    	
No. of Shares of
   Series A
   Preferred Stock
    	
 
    	
No. of Shares of
   Series B
   Preferred Stock
    	
 
    	
No. of Shares of
   Series C
   Preferred Stock
    	
 
    
	
AMV   Partners II, L.P.

Attention: Gordon Wyatt
   AMV Partners II LP
   2905 Premiere Parkway,
   Suite 150
   Duluth, GA 30097
    	
 
    	
—
    	
 
    	
24,005,120
    	
 
    	
12,877,747
    	
 
    	
3,565,327
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mark   B. Knudson

c/o EnteroMedics
   2800 Patton Road
    St. Paul, MN 55113
    	
 
    	
—
    	
 
    	
206,043
    	
 
    	
—
    	
 
    	
17,029
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mark   B. Knudson Revocable Trust

Mark B. Knudson, Trustee
   Dorsey & Whitney Trust
   Company, LLC, Trustee
   c/o EnteroMedics
   2800 Patton Road
   St. Paul, MN 55113
    	
 
    	
400,000
    	
 
    	
139,389
    	
 
    	
—
    	
 
    	
11,520
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Susan   J. Knudson Revocable Trust

Susan J. Knudson, -Trustee
   Dorsey & Whitney Trust
   Company, LLC, Trustee
   c/o EnteroMedics
   2800 Patton Road
   St. Paul, MN 55113
    	
 
    	
—
    	
 
    	
138,325
    	
 
    	
—
    	
 
    	
11,433
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sarah   Brenzel Conrad

12557 Riverview Road
   Eden Prairie, MN 55347
    	
 
    	
290,000
    	
 
    	
144,972
    	
 
    	
61,988
    	
 
    	
17,105
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Adrianus   P. Donders

15089 Crane Street
   Andover, MN 55304
    	
 
    	
250,000
    	
 
    	
139,389
    	
 
    	
—
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Robert   S. Nickoloff
    	
 
    	
100,000
    	
 
    	
69,644
    	
 
    	
—
    	
 
    	
5,756
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
James   R. Thacker and Kate Ward Thacker

4529 Thunder Ridge
   Eureka, MO 63025
    	
 
    	
141,872
    	
 
    	
549,450
    	
 
    	
—
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Michael   DeMane

c/o Nevro Corp.
    4040 Campbell Avenue #210
   Menlo Park, California 94025
    	
 
    	
13,403,954
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    


 











 

	
Name/Address:
    	
 
    	
No. of Shares
   of
   Common
   Stock
    	
 
    	
No. of Shares of
   Series A
   Preferred Stock
    	
 
    	
No. of Shares of
   Series B
   Preferred Stock
    	
 
    	
No. of Shares of
   Series C
   Preferred Stock
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Andrew Galligan

c/o Nevro Corp.
    4040 Campbell Avenue #210
   Menlo Park, California 94025
    	
 
    	
3,639,843**
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Andre   Walker

c/o Nevro Corp.
    4040 Campbell Avenue #210
   Menlo Park, California 94025
    	
 
    	
4,136,186**
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
NEA   Ventures 2013, Limited Partnership

1954 Greenspring Drive
    Suite 600
    Timonium, MD 21093
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
53,996
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
New   Enterprise Associates 14, L.P.

1954 Greenspring Drive
    Suite 600
    Timonium, MD 21093
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
30,183,584
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Covidien   Group S.a.r.l.

3b, bd Prince Henri
   Luxembourg, L-1724
   Luxembourg
    	
 
    	
—
    	
 
    	
—
    	
 
    	
—
    	
 
    	
4,319,654
    	
 
    


 




*  Includes options to purchase 10,926,742 shares of Common Stock

 

**   Options to purchase Common Stock