EX-4.5



 Exhibit 4.5 

ROYALTY AGREEMENT 
 THIS
ROYALTY AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of December, 2013 by and among Histogenics Corporation, a Delaware corporation with a place of business
at 830 Winter St., Waltham, MA 02451 (the “Corporation”), and each of the parties specified in Schedule A attached hereto (the “Net Sales Payment Recipients”). 

Background 
 In
connection with the purchase by certain investors of the Corporation’s Series A Preferred Stock of the Corporation pursuant to the Series A Preferred Stock Purchase Agreement, dated July 20, 2012, the Corporation agreed to pay to the
holders of the Corporation’s Series A Preferred Stock royalties equal to two percent (2%) of Net Sales (as defined below) based on the Corporation’s sales of its products. The terms and conditions of such payment obligation were
formalized in the Corporation’s Fourth Amended and Restated Certification of Incorporation (the “Former Certificate of Incorporation”). 

In connection with the purchase by certain of the Net Sales Payment Recipients of Series A-1 Preferred Stock pursuant to the Amended and
Restated Series A and A-1 Preferred Stock Purchase Agreement, dated December 18, 2013 (the “Purchase Agreement”), the Corporation agreed to increase the royalty rate used to calculate the Net Sales Payment (as defined below) from
percent (2%) to three percent (3%) and defined a Net Sales Payment Pro Rata Percentage payable specifically to the Net Sales Payment Recipients on Schedule A. In addition, at the election of the holders of at least a majority of the
royalty rights based on the percentages set forth on Schedule A hereto (the “Majority Purchasers”), all or a portion of such revenue share will be redeemed by the Corporation. The Majority Purchasers can elect to have each Net Sales
percentage point redeemed for $10.0 million payable in cash or common stock of the Corporation at their election. The parties intend this Agreement (instead of the Former Certification of Incorporation) to set forth each of their rights and
obligations with respect to the foregoing. 
 Agreement 

NOW, THEREFORE, the Corporation and the Net Sales Payment Recipients agree as follows: 

1. Net Sales Payment. 

(a) Net Sales Payment. Within forty-five (45) days of the end of each calendar year, the Corporation shall pay to each Net
Sales Payment Recipient a payment equal to, in the aggregate, three percent (3%) of Net Sales (as defined below) during such calendar year (the “Net Sales Payment”). The Net Sales Payment shall be distributed among the Net Sales
Payment Recipients, pro rata based on the percentages set forth on Schedule A hereto; provided, 







 
however, that if a Net Sales Payment Recipient does not participate in the Third Closing (as defined in the Purchase Agreement), if any, or there are any additional purchasers of the
Corporation’s Series A-1 Preferred Stock after the date hereof, the percentages on Schedule A hereto shall be adjusted accordingly to reflect such Third Closing, if any, or the additional purchase of Series A-1 Preferred Stock;
provided further that, notwithstanding the immediately preceding proviso, Schedule A hereto shall not be amended or changed without the consent of the Corporation and the Majority Purchasers after the Corporation’s initial public
offering. Notwithstanding anything to the contrary in this Section 1(a), each Net Sales Payment Recipient, may, in its sole and absolute discretion, elect to permanently waive its right to receive its Net Sales Payment for any given calendar
year (the “Non-Payment Election”). Any Net Sales Payment Recipient making a Non-Payment Election shall notify the Corporation in writing of such Non-Payment Election by October 31 of such calendar year. 

(b) Net Sales. 

(i) Net Sales shall be calculated as set forth in this Section 1(b) and shall be determined in accordance with the then-current
generally accepted accounting principles in the United States, consistently applied during the applicable calculation period throughout the Corporation’s organization, except as otherwise provided in Section 2 below. For clarity, as used
in this Section 1, “products” refers to both products and services, and “sales” refers to any sale, transfer, lease or other disposition by the Corporation, its Affiliates (as defined below) or their sublicensees of a
product or service. 
 (ii) Subject to the conditions set forth below, “Net Sales” shall mean the gross amount received by the
Corporation, its Affiliates and their sublicensees for or on account of sales of the Corporation’s products less the following amounts to the extent separately stated on the bill or invoice or actually paid by the Corporation, without
duplication, in effecting such sale: 
 (A) amounts repaid or credited by reason of actual rejection or return of applicable products; 

(B) reasonable and customary trade, quantity or cash rebates or discounts to the extent allowed and taken; 

(C) amounts for outbound transportation, insurance, handling and shipping; and 

(D) taxes, customs duties and other governmental charges levied on or measured by sales of products, as adjusted for rebates and refunds.

 (iii) Specifically excluded from the definition of “Net Sales” are amounts attributable to any sale of any product between or
among the Corporation and any of its 

  
 2 








 
Affiliates (for purposes hereof, “Affiliate” shall mean any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with the
Corporation), unless the transferee is the end purchaser, user or consumer of such product. In such cases, “Net Sales” shall be determined based on the billed or invoiced sales price by the transferee to the first third party purchaser,
less the deductions allowed under Section 1(b)(ii) above. If any other sales of products are made in transactions that are not at arm’s length between the buyer and seller, then the gross amount to be included in the calculation of Net
Sales will be based on the average non-discounted cash amount charged to independent third parties for the product during the same period in the same country or, in the absence of such transaction, on the fair market value of the product in that
country. 
 (iv) If any product is sold for non-cash consideration, Net Sales shall be calculated based on the average non-discounted cash
amount charged to independent third parties for the product during the same period in the same country or, in the absence of such transaction, on the fair market value of the product in that country. 

(c) Reports. Concurrently with the making of Net Sales Payments, the Corporation shall provide a written report, certified by an
officer of the Corporation, to the Net Sales Payment Recipients, stating the number of products sold and/or distributed in the prior year, the price at which such products were sold on a country by country basis and the calculation of Net Sales
Payments (including support for any of the deductions to Net Sales as set forth above). 
 (d) Records. The Corporation agrees
to maintain true and accurate records, files, and books of account containing all the data reasonably required for the full computation and verification of the Net Sales Payments hereunder. Such records, files, and books of account shall be kept for
a period of no less than two (2) years following the submission of the written reports required by Section 1(c) to which they relate. 

(e) Survival of Net Sales Distribution. Subject to Section 2 below, the right of the Net Sales Payment Recipients to
receive the Net Sales Payments pursuant to this Section 1 shall survive an initial public offering, voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event (as defined in the
Corporation’s Fifth Amended and Restated Certificate of Incorporation). 
 (f) Early Payment. Notwithstanding anything to
the contrary in this Section 1, any accrued but unpaid Net Sales Payments shall be payable upon (i) a voluntary or involuntary liquidation, dissolution or winding up of the Corporation; (ii) a Deemed Liquidation Event; or
(iii) the redemption of a share of Series A Preferred Stock or Series A-1 Preferred Stock. 

  
 3 








 (g) Current Net Sales Payments. The Corporation and each Net Sales Recipient hereby
acknowledge that there are no accrued but unpaid Net Sales Payments as of the date hereof. 
 2. Redemption. At the election
of the Majority Purchasers, all or a portion of the Net Sales Payments will be redeemed by the Corporation. The Majority Purchasers can elect (an “Election”) to have each Net Sales percentage point redeemed for $10.0 million payable in
cash or the Corporation’s common stock, par value $0.001 (the “Common Stock”) at their election. Common Stock will be valued as follows: if publicly traded a ten (10) day trailing closing average and, if not publicly traded, the
fair market value as determined by the Corporation’s Board of Directors, in its sole and absolute discretion. Cash payments will be subject to the Corporation’s ability to make such payments out of funds legally available under Delaware
law. Subject to the foregoing, redemption shall occur within forty-five (45) days following an Election. The Majority Purchasers may make an Election any time after January 1, 2017 and prior to January 1, 2019; provided, however, each
Election must be at least six (6) months apart. For the avoidance of doubt, each redemption of a Net Sales percentage point pursuant to this Section will reduce the royalty rate used to calculate the Net Sales Payment Recipients’ share of
Net Sales based on the Corporation’s sales of its products by a percentage point. Once all three (3) percentage points have been redeemed pursuant to this Section, the right of the Net Sales Payment Recipients to receive the Net Sales
Payments, and this Agreement, will automatically terminate. Section 1(d) will survive any such termination for the period provided therein. 

3. Miscellaneous. 

(a) Notices. All notices under this Agreement shall be in writing, and shall be deemed given when delivered in person or by a
recognized overnight courier service, when sent by confirmed fax or electronic mail, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as
such party last provided to the other by written notice. 
 (b) Assignment. This Agreement shall not be assigned by any Net
Sales Payment Recipients without the prior written consent of the Corporation. Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto, their
successors and any permitted assigns. 
 (c) Amendments and Waivers. This Agreement and its provisions may not be changed,
amended, modified, or waived, except by a written instrument executed by the Corporation and the Majority Purchasers. The failure of any party at any time or times to require performance of any provision of this Agreement shall in no manner affect
the right of such party at a later date to enforce the same. No waiver by any party of any condition or the breach of any provision, term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one
or more instances shall be deemed to be or construed as a 

  
 4 








 
further or continuing waiver of any such condition or any subsequent breach of any other provision, term, covenant, representation or warranty of this Agreement. 

(d) Governing Law; Jurisdiction. This Agreement, including any dispute or controversy arising out of or related to this
Agreement or the breach thereof, shall be subject to, governed by, and construed in accordance with, the laws of the State of Delaware, without reference to its principles of conflict of laws. 

(e) Entire Agreement. This Agreement constitutes the entire agreement among such parties pertaining to the subject matter hereof
and supersedes any and all other written or oral agreements among the parties pertaining to such subject matter, including, without limitation, Section 10 of the Certificate of Incorporation. 

(f) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement. 
 (g) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 
 (h)
Construction. As appropriate in context, whenever the singular number is used herein, the same shall include the plural, and the neuter, masculine, and feminine genders shall include each other. 

(i) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument. 
 (j) Attorneys’ Fees. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be
entitled. 
 (k) Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under
this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or


  
 5 








 
an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of
this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 (l) Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state
courts of the State of California and to the jurisdiction of the United States District Court for the Northern District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree
not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the State of California or the United States District Court for the Northern District of California, and (c) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such
court. 
 WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO
ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. 

  
 6 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	HISTOGENICS CORPORATION
		
	By:	 	 /s/ Peter Greenleaf

	Name:	 	Peter Greenleaf
	Title:	 	President and Chief Executive Officer



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	ALTIMA RESTRUCTURE FUND LIMITED
		
	By:	 	 /s/ Malcom Goddard

	Name:	 	Malcolm Goddard
	Title:	 	Authorized Signatory



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	SPLIT ROCK PARTNERS II, LP
	By:	 	Split Rock Partners II Management, LLC,
		 	its General Partner
	
	 /s/ Steven L. P. Schwen

	By: Steven L. P. Schwen
	Its: Chief Financial Officer



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

	
	 /s/ Gene McGrevin

	Gene McGrevin



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	BOSTON MILLENNIA ASSOCIATES II PARTNERSHIP
		
	By:	 	 /s/ Martin J. Hernon

	Name:	 	Martin J. Hernon
	Title:	 	General Partner
	
	BOSTON MILLENNIA PARTNERS GMBH & CO. KG
		
	By:	 	Boston Millennia Verwaltungs GmbH
		
	By:	 	 /s/ Martin J. Hernon

	Name:	 	Martin J. Hernon
	Title:	 	Managing Director



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	BOSTON MILLENNIA PARTNERS II LIMITED PARTNERSHIP
	By:	 	Glen Partners II Limited Partnership
		
	By:	 	 /s/ Martin J. Hernon

	Name:	 	Martin J. Hernon
	Title:	 	General Partner
	
	BOSTON MILLENNIA PARTNERS II-A LIMITED PARTNERSHIP
	By:	 	Glen Partners II Limited Partnership
		
	By:	 	 /s/ Martin J. Hernon

	Name:	 	Martin J. Hernon
	Title:	 	General Partner
	
	STRATEGIC ADVISORS FUND LIMITED PARTNERSHIP
	By:	 	Glen Partners II Limited Partnership
		
	By:	 	 /s/ Martin J. Hernon

	Name:	 	Martin J. Hernon
	Title:	 	General Partner



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

					
	 FOUNDATION MEDICAL PARTNERS II, L.P.

	By:	 	 Foundation Medical Managers II, LLC,

its general partner

			
		 	 By:
	 	 /s/ Lee Wrubel

	Name:	 	Lee Wrubel
	Title:	 	General Partner



  
 SIGNATURE PAGE TO
HISTOGENICS CORPORATION 
 ROYALTY AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	INFLECTION POINT VENTURES II, L.P.
	By:	 	 Inflection Point SBIC Associates LLC, its

general partner

		
	By:	 	 /s/ Michael E. A. O’Malley

		 	Managing Director



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	FINTECH GIMV FUND LP
		
	By:	 	 FGF (GP) Management Limited
 Its General
Partner

		
	By:	 	 /s/ Angela Keeney

	Name:	 	Angela Keeney
	Title:	 	Director



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

	
	 /s/ Ian Rosenberg

	Ian Rosenberg



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	INVESTORS:
	
	KEVIN L. RAKIN IRREVOCABLE TRUST
		
	By:	 	 /s/ Lloyd Hoffman

	Name:	 	 Lloyd Hoffman

	Title:	 	 Trustee




  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

	
	KEVIN RAKIN
	
	 /s/ Kevin Rakin

	Kevin Rakin



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	BMV DIRECT LP
	
	 /s/ Greg N. Lubushkin

	By:	 	Greg N. Lubushkin
	Title:	 	Chief Financial Officer



  
 14 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	WILMSLOW ESTATES LIMITED
	
	 /s/ Cora Binchy         /s/ Ian Ferguson

	By: Chaumont (Directors) Limited
		
	Name:	 	  

	Title:	 	 Directors Wilmslow Estates Limited




  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	PROCHON HOLDINGS BV
		
	By:	 	 /s/ Cora Binchy         /s/ Ian Ferguson

		 	Chaumont (Directors) Limited
		 	Directors: Prochon Holdings BV



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Royalty Agreement to be executed
by their duly authorized agents on the day and year first above written. 
  

			
	SOFINNOVA VENTURE PARTNERS VIII, L.P.
	By:	 	Sofinnova Management VIII, L.L.C.
		 	Its General Partner
		
	By:	 	 /s/ Garheng Kong

	Partner Name:	 	Garheng Kong
		 	Managing Member
		
	Address:	 	2800 Sand Hill Road, Suite 150
		 	Menlo Park, CA 94025



  
 SIGNATURE PAGE TO 

HISTOGENICS CORPORATION 
 ROYALTY
AGREEMENT 








 Schedule A 

Net Sales Payment Recipients 
  

			
	 NAME/ADDRESS
	 	 NET SALES PAYMENT PRO
RATA

               
 PERCENTAGES                

	 Sofinnova Venture Partners VIII, L.P. 

2800 Sand Hill Road, Suite 150
 Menlo Park, CA
94025
	 	0.9152%
		
	 Split Rock Partners II, LP
 10400
Viking Drive, Suite 550
 Minneapolis, MN 55344
	 	0.6101%
		
	 FinTech Gimv Fund LP
 c/o FGT (GP)
Management Limited
 La Motte Chambers
 St.
Helier, Jersey
 Channel Islands
 JE1
1BJ
	 	0.1768%
		
	 BMV Direct LP
 17190 Bernardo Center
Drive
 San Diego, CA 92128
 Attn: Corp
Legal
	 	0.1156%
		
	 Boston Millennia Partners II Limited Partnership

30 Rowes Wharf
 Boston, MA 02110
	 	0.1089%
		
	 Boston Millennia Partners II-A Limited Partnership

30 Rowes Wharf
 Boston, MA 02110
	 	0.0052%
		
	 Boston Millennia Partners GmbH & Co. KG

30 Rowes Wharf
 Boston, MA 02110
	 	0.0155%
		
	 Boston Millennia Associates II Partnership

30 Rowes Wharf
 Boston, MA 02110
	 	0.0006%


  
 15 









			
	 NAME/ADDRESS
	 	 NET SALES PAYMENT PRO
RATA

               
 PERCENTAGES                

	 Strategic Advisors Fund Limited Partnership

30 Rowes Wharf
 Boston, MA 02110
	 	0.0010%
		
	 ProChon Holdings BV
 Stonehage
SA
 Rue du Puit-Godet 12, PO Box 126
 2005
Neuchatel 5
 Switzerland
	 	0.7035%
		
	 Altima Global Special Opportunities Master Fund Limited

Altima Partners LLP
 11 Slingsby Place, 2nd
Floor
 St. Martin’s Courtyard
 London, UK
WC2E 9AB
	 	0.1811%
		
	 Foundation Medical Partners II, L.P.

105 Rowayton Avenue
 Rowayton, CT 06853
	 	0.0280%
		
	 Inflection Point Ventures II, L.P.
 30
Washington Street
 Wellesley, MA 02481
	 	0.0385%
		
	 Gene McGrevin
 10697 Bell Road

Duluth, GA 30097
	 	0.0479%
		
	 Wilmslow Estates Limited
 c/o
Stonehage Group
 2 The Forum
 Grenville
Street
 St Helier
 Jersey

JE1 4HH
	 	0.0153%
		
	 Ian Rosenberg
 4712 Spyglass
Drive
 Dallas, Texas 75287
	 	0.0214%
		
	 Kevin L. Rakin Irrevocable Trust
 14
Side Hill Road
 Westport, CT 06880
	 	0.0062%


  
 16 









			
	 NAME/ADDRESS
	 	 NET SALES PAYMENT PRO
RATA

               
 PERCENTAGES                

		
	 Kevin Rakin
 14 Side Hill Road

Westport, CT 06880
	 	0.0092%


  
 17