EX-4.3



 Exhibit 4.3 

HISTOGENICS CORPORATION 

SECOND AMENDED AND RESTATED 

STOCKHOLDERS’ AGREEMENT 







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 1.      Definitions
	  	 	2	  
		
	 2.      Agreement Among the Company and the Stockholders
	  	 	4	  
		
	 2.1        Right of First Refusal
	  	 	4	  
	 2.2        Right of Co-Sale
	  	 	5	  
	 2.3        Effect of Failure to Comply
	  	 	7	  
		
	 3.      Exempt Transfers
	  	 	8	  
		
	 3.1        Exempted Transfers
	  	 	8	  
	 3.2        Exempted Offerings
	  	 	8	  
	 3.3        Prohibited Transferees
	  	 	9	  
		
	 4.      Bring-Along Right
	  	 	9	  
		
	 4.1        Definitions
	  	 	9	  
	 4.2        Actions to be Taken
	  	 	9	  
	 4.3        Exceptions
	  	 	10	  
	 4.4        Restrictions on Sales of Control of the Company
	  	 	11	  
		
	 5.      Voting Provisions Regarding Board of Directors and Increases of Authorized Shares
	  	 	11	  
		
	 5.1        Size of the Board
	  	 	11	  
	 5.2        Board Composition
	  	 	11	  
	 5.3        Failure to Designate a Board Member
	  	 	12	  
	 5.4        Removal of Board Members
	  	 	12	  
	 5.5        No Liability for Election of Recommended Directors
	  	 	13	  
	 5.6        Board of Directors of Subsidiary
	  	 	13	  
	 5.7        Vote to Increase Authorized Common Stock
	  	 	13	  
	 5.8        Change in Number of Directors
	  	 	13	  
	 5.9        Covenants of the Company
	  	 	13	  
		
	 6.      Distributions to Takagi upon a Sale of the Company or an IPO
	  	 	14	  
		
	 6.1        Sale of the Company
	  	 	14	  
	 6.2        IPO
	  	 	15	  
		
	 7.      Prochon Holdings BV Note
	  	 	16	  
		
	 8.      Legend
	  	 	16	  
		
	 9.      Lock-Up
	  	 	17	  
		
	 9.1        Agreement to Lock-Up
	  	 	17	  
	 9.2        Stop Transfer Instructions
	  	 	17	  


  
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	 10.    Miscellaneous
	  	 	18	  
		
	 10.1      Term
	  	 	18	  
	 10.2      Stock Split
	  	 	18	  
	 10.3      Ownership
	  	 	18	  
	 10.4      Dispute Resolution
	  	 	18	  
	 10.5      Notices
	  	 	18	  
	 10.6      Entire Agreement
	  	 	19	  
	 10.7      Delays or Omissions
	  	 	19	  
	 10.8      Amendment; Waiver and Termination
	  	 	19	  
	 10.9      Assignment of Rights
	  	 	20	  
	 10.10    Severability
	  	 	20	  
	 10.11    Additional Stockholders
	  	 	20	  
	 10.12    Governing Law
	  	 	20	  
	 10.13    Titles and Subtitles
	  	 	21	  
	 10.14    Counterparts; Facsimile
	  	 	21	  
	 10.15    Aggregation of Stock
	  	 	21	  
	 10.16    Specific Performance
	  	 	21	  
	 10.17    Consent of Spouse
	  	 	21	  
	 10.18    Irrevocable Proxy
	  	 	21	  
	 10.19    Attorneys’ Fees
	  	 	22	  

  

					
	SCHEDULE A	  	-	  	INVESTORS
			
	EXHIBIT A	  	-	  	CONSENT OF SPOUSE
			
	EXHIBIT b	  	-	  	TAKAGI AGREEMENT


  
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 SECOND AMENDED AND RESTATED 

STOCKHOLDERS’ AGREEMENT 

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made as of the 18th day of December 2013 (the “Effective Time”) by and among (i) Histogenics Corporation, a Delaware corporation (the “Company”); (ii) the Key Holders;
(iii) the Investors listed on Schedule A (“Investors”); and (iv) any Additional Stockholder (as defined below), who upon acquiring one percent (1%) or more of the Company’s then outstanding Common Stock on
a fully diluted basis shall execute and deliver a counterpart signature page to this Agreement, (together with the Key Holders, the Investors and the Additional Stockholders, the “Stockholders”). 

RECITALS 
 WHEREAS,
certain of the Investors purchased at an Initial Closing (as defined in that certain Series A Preferred Stock Purchase Agreement dated as of July 20, 2012 by and among the Investors and the Company (the “Original Purchase
Agreement”)) shares of the Company’s Series A Preferred Stock, $0.001 par value (“Series A Preferred Stock”); 

WHEREAS, certain of the Stockholders (the “Existing Stockholders”) entered into that certain Amended and Restated
Stockholders’ Agreement dated as of July 20, 2012 among the Company and such Existing Stockholders (the “Prior Agreement”);  

WHEREAS, the Company and certain of the Investors (the “2011 Investors”) previously entered into that certain
Stockholders’ Agreement dated as of May 13, 2011 among the Company and such 2011 Investors (the “2011 Agreement”);  

WHEREAS, pursuant to Section 10.8 of the Prior Agreement, the Prior Agreement may be amended, and any provision therein waived,
with the consent of the Company and the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate series (the “Requisite Holders”); 

WHEREAS, the undersigned, constituting the Requisite Holders, desire to terminate the Prior Agreement and to accept the rights created
pursuant hereto in lieu of the rights granted to them under the Prior Agreement; and 
 WHEREAS, certain Investors are parties
to that certain Amended and Restated Series A and A-1 Preferred Stock Purchase Agreement of even date herewith by and among the Company and certain of the Investors (the “Purchase Agreement”), which provides that as a condition
to the Second Closing and Third Closing (as defined in the Purchase Agreement) for the sale and issuance to the Purchasers of shares of the Company’s Series A-1 Preferred Stock, $0.001 par value (“Series A-1 Preferred Stock”),
this Agreement must be executed and delivered by such Investors and the Company. 

  
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 NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Stockholders hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties
hereto further agree as follows: 
 1. Definitions. 

“Affiliate” or “Affiliated” means, with respect to any specified Stockholder, any other Person who or
which, directly or indirectly, controls, is controlled by or is under common control with such Stockholder, including without limitation any partner, member, officer, director or employee of such Stockholder, and any venture capital or private
equity fund now or hereafter existing which is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Stockholder. Notwithstanding the foregoing, any Person
constituting a portfolio investment of any of the Stockholders that are venture capital investors shall not be considered an Affiliate of such Stockholder solely as a result of such relationship.  

“BEA Warrants” means the warrants to purchase shares of Common Stock issued pursuant to that certain First Amendment
dated July 19, 2012 by and between the Company and Boston Equity Advisors., LLC amending the agreement dated June 6, 2011 between such parties (the “BEA Agreement”). 

“Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued
in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible
securities of the Company, in each case now owned or subsequently acquired by any Stockholder, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by a Stockholder (or any
other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then applicable conversion ratio.  

“Certificate of Incorporation” means the Company’s Fifth Amended and Restated Certificate of Incorporation, as it
may be amended or restated from time to time.  
 “Common Stock” means shares of Common Stock of the Company, $0.001
par value per share. 
 “Investor Notice” means written notice from a Series A Holder notifying the selling Key
Holders that the Series A Holder intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Transfer. 

“Key Holders” means Peter Greenleaf, Kevin McArdle, Peter Hamilton, Patrick O’Donnell and any Additional Stockholder.

 “Person” means an individual, firm, corporation, partnership, association, limited liability company, trust or
any other entity. 

  
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 “Preferred Stock” means, collectively, all shares of Series A Preferred Stock
and Series A-1 Preferred Stock. 
 “2011 Investors” means those parties to the agreement that are indicated as such on
Schedule A hereto. 
 “Prochon Holdings BV Note” means that certain promissory note dated May 13, 2011 in the
principal amount of $750,000 issued by the Company to Prochon Holdings BV. 
 “Proposed Transfer” means any
assignment, transfer, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders. 

“Proposed Transfer Notice” means written notice from a Key Holder setting forth the terms and conditions of a Proposed
Transfer. 
 “Prospective Transferee” means any person to whom a Key Holder proposes to make a Proposed Transfer.

 “Qualified IPO” means the Company’s initial underwritten public offering of its Common Stock at a public
offering price of not less than $3.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) and for total gross proceeds of at least $30,000,000. 

“Required Holders” has the meaning ascribed to it in the Certificate of Incorporation. 

“Right of Co-Sale” means the right, but not an obligation, of a Series A Holder to participate in a Proposed Transfer
on the terms and conditions specified in the Proposed Transfer Notice. 
 “Right of First Refusal” means the
right, but not an obligation, of each Series A Holder, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Transfer, on the terms and conditions specified in the Proposed Transfer
Notice. 
 “Series A Holder” means each of the individuals holding any shares of the Company’s Series A
Preferred Stock and Series A-1 Preferred Stock, and collectively (“Series A Holders”). 
 “Series A
Preferred Stock” means all shares of the Company’s Series A Preferred Stock, par value $0.001 per share. 
 “Series
A-1 Preferred Stock” means all shares of the Company’s Series A-1 Preferred Stock, par value $0.001 per share. 

“Shares” means and includes any securities of the Company the holders of which are entitled to vote for members of the
Company’s Board of Directors, including without limitation, all shares of Common Stock, Series A Preferred Stock and Series A-1 Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired,
whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. 

  
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 “Takagi” means Purpose Co., Ltd., f/k/a Takagi Sangyo Co. Ltd., and also
f/k/a Takagi Industrial Co., Ltd., a Japanese corporation.  
 “Takagi Agreement” means that certain agreement, by
and between the Company and Takagi dated as of June 25, 2012. 
 “Transfer Stock” means shares of Capital Stock owned
by a Key Holder. 
 “Yayon Agreement” means that certain (i) Settlement and Waiver Agreement by and between the
Company, ProChon Holdings BV, and Prof. Avner Yayon dated as of February 15, 2011, (ii) Agreement by and between ProChon and Musculoskeletal Transplant Foundation, Inc. dated as of May 5, 2011 and (iii) an escrow agreement
contemplated to be entered into pursuant to the agreements listed in (i) and (ii) of this definition by and between ProChon, Prof. Avner Yayon and an escrow agent. 

2. Agreement Among the Company and the Stockholders. 

2.1 Right of First Refusal. 

(a) Grant. Subject to the terms of Section 3 below, each Key Holder hereby unconditionally and irrevocably grants to the
Series A Holders a Right of First Refusal to purchase all or any portion of Transfer Stock that such Key Holder may propose to transfer in a Proposed Transfer, at the same price and on the same terms and conditions as those offered to the
Prospective Transferee. 
 (b) Notice. Each Key Holder proposing to make a Proposed Transfer must deliver a Proposed Transfer Notice
to each Series A Holder and the Company no later than forty-five (45) days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of
consideration) of the Proposed Transfer and the identity of the Prospective Transferee. To exercise its Right of First Refusal under this Section 2, a Series A Holder must deliver an Investor Notice to the selling Key Holder and the
Company within fifteen (15) days after delivery of the Proposed Transfer Notice. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Key Holder with the Company that contains a
preexisting right of first refusal, the Company and the Key Holder acknowledge and agree that the terms of this Agreement shall control; provided, however, that the other provisions of any such agreements shall remain in full force and
effect. If, however, this Agreement shall terminate, the right of first refusal provisions contained in such other agreements shall be in full force and effect in accordance with its terms. 

(c) Undersubscription of Transfer Stock. If options to purchase have been exercised by Series A Holders with respect to some but not
all of the Transfer Stock by the end of the fifteen (15)-day period specified in Section 2.1(b) (the “Notice Period”), then the selling Key Holder shall, immediately after the expiration of the Notice Period, send
written notice (the “Undersubscription Notice”) to the Company and those Series A Holders who fully 

  
 4 








 
exercised their Right of First Refusal within the Notice Period (the “Exercising Holders”). Each Exercising Holder shall, subject to the provisions of this
Section 2.2(c), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such
option, an Exercising Holder must deliver an Investor Notice to the selling Key Holder within ten (10) days after the expiration of the Notice Period. In the event that, at any time, there are two (2) or more Series A Holders that choose
to exercise the Right of First Refusal for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.2 shall be allocated to such Series A Holders pro rata
based on the number of shares of Transfer Stock such Series A Holders have elected to purchase pursuant to the Right of First Refusal (without giving effect to any shares of Transfer Stock that any such Series A Holder has elected to purchase
pursuant to the Undersubscription Notice). The selling Key Holder shall immediately notify all of the Exercising Holders of the number of remaining shares that the Exercising Holders elect to purchase pursuant to the Undersubscription Notice. 

(d) Consideration; Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash
consideration, the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors (the “Board”) and as set forth in the Notice. Any Series A Holder may for any reason elect not
to pay for the Transfer Stock in the same form of non-cash consideration, and instead such Series A Holder may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth in the Notice. The closing of the
purchase of Transfer Stock by the Series A Holders shall take place, and all payments from the Series A Holders shall be delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended
date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice. 
 2.2 Right of
Co-Sale. 
 (a) Exercise of Right. If any Transfer Stock subject to a Proposed Transfer is not purchased pursuant to
Section 2.1 above and thereafter is to be sold to a Prospective Transferee, each Series A Holder may elect to exercise its Right of Co-Sale and participate on a pro rata basis in the Proposed Transfer as set forth in
Section 2.2(b) below and otherwise on the same terms and conditions specified in the Proposed Transfer Notice (provided that if a Series A Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer
Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock). Each Series A Holder who desires to exercise its Right of Co-Sale must give the selling Key Holder written notice to that effect within
fifteen (15) days after the deadline for delivery of the Investor Notice described above, and upon giving such notice such Series A Holder shall be deemed to have effectively exercised the Right of Co-Sale. 

(b) Shares Includable. Each Series A Holder who timely exercises such Series A Holder’s Right of Co-Sale by delivering the
written notice provided for above in Section 2.2(a) may include in the Proposed Transfer all or any part of such Series A Holder’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of
Transfer Stock subject to the Proposed Transfer (excluding shares purchased by the Series A 

  
 5 








 
Holders pursuant to the Right of First Refusal) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Series A Holder immediately before
consummation of the Proposed Transfer (including any shares that such Series A Holder has agreed to purchase pursuant to the Right of First Refusal) and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate,
by all Series A Holders immediately prior to the consummation of the Proposed Transfer. To the extent one or more of the Series A Holders exercise such right of participation in accordance with the terms and conditions set forth herein, the number
of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Transfer shall be correspondingly reduced. 
 (c)
Delivery of Certificates. Each Series A Holder shall effect its participation in the Proposed Transfer by delivering to the selling Key Holder, no later than fifteen (15) days after such Series A Holder’s exercise of the Right of
Co-Sale, one or more stock certificates, properly endorsed for transfer to the Prospective Transferee, representing: 
 (i) the number of
shares of Common Stock that such Series A Holder elects to include in the Proposed Transfer; or 
 (ii) the number of shares of Preferred
Stock that is at such time convertible into the number of shares of Common Stock that such Series A Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible
Preferred Stock in lieu of Common Stock, such Series A Holder shall first convert the Preferred Stock into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with and contingent upon
the actual transfer of such shares to the Prospective Transferee. 
 (d) Purchase Agreement. The parties hereby agree that the terms
and conditions of any sale pursuant to this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction and the parties further covenant and agree
to enter into such an agreement as a condition precedent to any sale or other transfer pursuant to this Section 2.2. 
 (e)
Deliveries. Each stock certificate a Series A Holder delivers to the selling Key Holder pursuant to Section 2.2(c) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the
Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement, and the selling Key Holder shall concurrently therewith remit or direct payment to each Series A Holder the portion of
the sale proceeds to which such Series A Holder is entitled by reason of its participation in such sale. If any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Series A Holder
exercising its Right of Co-Sale hereunder, no Key Holder may sell any Transfer Stock to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Key Holder purchases all securities subject to the Right of
Co-Sale from such Series A Holder on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice. 

  
 6 








 (f) Additional Compliance. If any Proposed Transfer is not consummated within forty-five
(45) days after receipt of the Proposed Transfer Notice by the Series A Holders, the Key Holder proposing the Proposed Transfer may not sell any Transfer Stock unless it complies in full again with each provision of this Section 2.
The exercise or election not to exercise any right by any Series A Holder hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Section 2.2. 

(g) Different Securities. With respect to a Series A Holder’s Right of Co-Sale, if a Series A Holder holds shares of a different
series, class or type of Capital Stock than the Transfer Stock or if the selling Key Holder holds shares of Capital Stock subject to forfeiture or repurchase, such Series A Holder, the selling Key Holder and the Prospective Transferee shall
negotiate appropriate valuation adjustments with respect to such shares so that the proposed consideration for the Transfer Stock is equitably allocated so that such Series A Holder and the selling Key Holder each receives fair value for its shares.
If the parties are not able to agree on an appropriate valuation, then the Board shall in good faith determine the fair value. A Series A Holder shall be required to exercise any warrants or options prior to their inclusion in any Proposed Transfer.

 2.3 Effect of Failure to Comply. 

(a) Transfer Void; Equitable Relief. Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be
null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm
to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders,
injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this
Agreement). 
 (b) Violation of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to any Series A
Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, such Series A Holder may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price
for such Transfer Stock as is herein specified and transfer to the name of such Series A Holder (or request that the Company effect such transfer in the name of a Series A Holder) on the Company’s books the certificate or certificates
representing the Transfer Stock to be sold. 
 (c) Violation of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock
in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Series A Holder who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in
equity or hereunder, require such Key Holder to purchase from such Series A Holder the type and number of shares of Capital Stock that such Series A Holder would have been entitled to sell to the Prospective Transferee under Section 2.2
had the Prohibited Transfer been effected pursuant to and in compliance with the terms of 

  
 7 








 
Section 2.2. The sale will be made on the same terms and subject to the same conditions as would have applied had the Key Holder not made the Prohibited Transfer, except that the sale
(including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Series A Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such Key
Holder shall also reimburse each Series A Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Series A
Holder’s rights under Section 2.2. 
 3. Exempt Transfers. 

3.1 Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and
2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners, other equity holders, or to any venture capital fund or private equity fund now or
hereafter existing which is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Key Holder, (b) to a repurchase of Transfer Stock from a Key Holder by
the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, (c) to a pledge of Transfer
Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as
if it were the Key Holder making such pledge, (d) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on
death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any
other person approved by the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members,
(e) pursuant to the terms of the Yayon Agreement, or (f) any transfers pursuant to Section 6 or Section 7; provided that in the case of clause(s) (a), (c), (d) or (e), the Key Holder shall deliver
prior written notice to the Series A Holders of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to
such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Stockholder (but only with respect to the securities so transferred to
the transferee), including the obligations of a Stockholder with respect to Proposed Transfers of such Transfer Stock pursuant to Section 2; and provided, further, in the case of any transfer pursuant to clause (a) or
(d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer. 

3.2 Exempted Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall
not apply to the sale of any Transfer Stock (a) to the public in a Qualified IPO or (b) pursuant to a Deemed Liquidation Event (as defined in the Certificate of Incorporation). 

  
 8 








 3.3 Prohibited Transferees. Notwithstanding the foregoing, except in connection with
(i) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the
Company; or (ii) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Certificate of Incorporation, no Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the
Board, directly or indirectly competes with the Company or (b) any customer, distributor or supplier of the Company, if the Board should determine that such transfer would result in such customer, distributor or supplier receiving information
that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier. 
 4. Bring-Along
Right. 
 4.1 Definitions. A “Sale of the Company” shall mean either: (i) a transaction or series of
related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”);
or (ii) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Certificate of Incorporation. 
 4.2
Actions to be Taken. In the event that the Board and the holders of at least a majority of the outstanding shares of Preferred Stock (the “Selling Stockholders”), voting as a separate class and on an as-converted to Common
Stock basis, approve a Sale of the Company in writing and specify that this Section 4 shall apply to such transaction (each an “Approved Transaction”), then subject to Section 6 and Section 7, each Key Holder and each
Series A Holder hereby agrees: 
 (a) if such Approved Transaction requires stockholder approval, with respect to all Shares that such
Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Approved Transaction and to vote in opposition to
any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Approved Transaction; 

(b) if such Approved Transaction is a Stock Sale, to sell the same proportion of shares of Capital Stock beneficially held by such
Stockholder as is being sold by the Selling Stockholders to the Person to whom the Selling Stockholders propose to sell their Shares, and, except as permitted in Section 4.3 below, on the same terms and conditions as the Selling
Stockholders; 
 (c) to execute and deliver all related documentation and take such other action in support of the Approved Transaction as
shall reasonably be requested by the Company or the Selling Stockholders in order to carry out the terms and provision of this Section 4, including without limitation executing and delivering instruments of conveyance and transfer, and any
purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or
related documents; provided, however, no Stockholder shall be required to execute or deliver any agreements, instruments and documents that are substantially different from the agreements, instruments and documents executed and
delivered by the Selling Stockholders or the other Stockholders; 

  
 9 








 (d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this
Agreement, any Shares owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the
Sale of the Company; and 
 (e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any
time with respect to such Approved Transaction. 
 4.3 Exceptions. Notwithstanding the foregoing, a Stockholder will not be required
to comply with Subsection 4.2 above in connection with any proposed Approved Transaction (the “Proposed Transaction”) unless: 

(a) the liability for indemnification, if any, of such Stockholder in the Proposed Transaction and for the inaccuracy of any representations
and warranties made by the Company or its Stockholders in connection with such Proposed Transaction, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of
representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all Stockholders), and is pro rata in proportion to, and does not exceed, the
amount of consideration paid to such Stockholder in connection with such Proposed Transaction; and 
 (b) upon the consummation of the
Proposed Transaction and subject to Section 6 and Section 7, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is
received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of preferred stock will receive the same amount of consideration per share of such series of preferred stock as is received
by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common
Stock, and (iv) unless the Required Holders elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Transaction, the aggregate consideration receivable
by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of the Preferred Stock and the holders of
Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Transaction is a Deemed Liquidation Event) in accordance with the Takagi Agreement and Section 6 and Section 7 hereof and
the Certificate of Incorporation in effect immediately prior to the Proposed Transaction; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Transfer Stock pursuant to
this Subsection 4.3(b) includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with
respect to such securities or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an 

  
 10 








 
offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such
Stockholder in lieu thereof, against surrender of the Transfer Stock, as applicable, which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities
which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Transfer Stock, as applicable. 

4.4 Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred
Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Takagi Agreement, Section 6 and the Certificate of
Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the Required Holders elect otherwise by written notice given to the Company at least ten (10) days prior to the
effective date of any such transaction or series of related transactions, provided that such agreement by the Required Holders may not contravene with Section 6 hereof. 

5. Voting Provisions Regarding Board of Directors and Increases of Authorized Shares. 

5.1 Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such
Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at seven (7) directors. 

5.2 Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such
Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written
consent of the stockholders, the following persons shall be elected to the Board: 
 (a) At each election of directors in which the
holders of the Preferred Stock (the four (4) directors so elected, the “Preferred Directors”), voting as a separate class, are entitled to elect directors of the Company:  

(i) one (1) individual designated by Sofinnova Venture Partners VIII, L.P. (“Sofinnova”), which individual shall
initially be Garheng Kong, MD., Ph.D., for so long as Sofinnova or its Affiliates continue to own at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A Stock),
which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;  

(ii) one (1) individual designated by Split Rock Partners II, LP (“Split Rock”), which individual shall initially be
Joshua Baltzell, for so long as Split Rock or its Affiliates continue to own at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A Stock), which number is
subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; 

  
 11 








 (iii) one (1) individual designated by the 2011 Investors, which individual shall initially
be Michael Lewis, for so long as the 2011 Investors and their Affiliates continue to own at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A Stock), which
number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and 
 (iv) One
(1) individual who is either (i) not employed by, or otherwise Affiliated with, the Company, any subsidiary of the Company, any Stockholder or any Affiliate of any Stockholder who is designated by a majority of the Preferred Directors or
(ii) designated by the 2011 Investors, which individual shall initially be Kevin Rakin (the parties acknowledge that Mr. Rakin shall not be excluded from this seat by virtue of his status as a stockholder of the Company); and 

(b) At each election of directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of
the Company, one (1) individual designated by such holders who shall at all times be the Company’s Chief Executive Officer, who initially shall be Peter Greenleaf (the “CEO Director”), provided that if for any reason the
CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not
resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director;  

(c) To the extent that any one of clause (a) or (b) above shall not be applicable, any member of the Board who would otherwise have
been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate of Incorporation. 

5.3 Failure to Designate a Board Member. In the absence of any designation from the Person(s) or groups with the right to designate a
director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. 

5.4 Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over
which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: 

(a) no director elected pursuant to Sections 5.2 or 5.3 of this Agreement may be removed from office other than for cause
unless (i) such removal is directed or approved by the affirmative vote of the Person or Persons entitled under Section 5.2 to designate that director or (ii) the Person or Persons originally entitled to designate or approve
such director pursuant to Section 5.2 is no longer so entitled to designate or approve such director; and 

  
 12 








 (b) any vacancies created by the resignation, removal or death of a director elected pursuant to
Sections 5.2 or 5.3 shall be filled pursuant to the provisions of this Section 4. 
 (c) All Stockholders
agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing
directors. 
 5.5 No Liability for Election of Recommended Directors. No party, nor any Affiliate of any such party, shall have any
liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any party have any liability as a result of voting for any such
designee in accordance with the provisions of this Agreement. 
 5.6 Board of Directors of Subsidiary. The board of directors of any
subsidiary of the Company shall be comprised of the same members as the Board of Directors of the Company. 
 5.7 Vote to Increase
Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary
to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time. 

5.8 Change in Number of Directors. Each party hereby agrees that it will not vote for any amendment or change to the Company’s
Certificate of Incorporation or Bylaws providing for the election of more or less than seven (7) directors, or any other amendment or change to the Company’s Certificate of Incorporation or Bylaws inconsistent with the terms of this
Agreement. 
 5.9 Covenants of the Company. The Company agrees to use its best efforts to ensure that the rights granted hereunder
are effective and that the parties hereto enjoy the benefits thereof. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided above. The Company will not,
by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and
in the taking of all such actions as may be necessary, appropriate or reasonably requested by the holders of a majority of the outstanding voting securities held by the parties hereto assuming conversion of all outstanding securities in order to
protect the rights of the parties hereunder against impairment. 

  
 13 








 6. Distributions to Takagi upon a Sale of the Company or an IPO. 

6.1 Sale of the Company. The parties hereto acknowledge the Takagi Agreement, a copy of which is attached to this Agreement as
Exhibit B. The parties further acknowledge the rights of Takagi to Consideration (as that term is defined in the Takagi Agreement) in the event of a Sale of the Company. The parties agree that upon a Sale of the Company, the Company shall
deduct from the proceeds of such sale that portion of the proceeds that constitutes the Consideration. The Company shall charge the cost of the Consideration to the Stockholders, or their respective successors and assigns, in accordance with the
following percentages: 
  

													
	 	  	Following
Second Closing	 	 	Following
Third Closing	 	 	IPO Pro Rata	 
	 Stockholder
	  	% of
Consideration	 	 	% of
Consideration	 	 	Pro Rata % of
Shares	 
	 Series A Holders, to be allocated among each holder and its respective Affiliates as follows:
	  	 	4.0625% (52	%) 	 	 	3.9594% (52	%) 	 	 	52	% 
	 Sofinnova
	  	 	1.2393	% 	 	 	1.2059	% 	 	 	15.8376	% 
	 Split Rock
	  	 	0.8262	% 	 	 	0.8039	% 	 	 	10.5584	% 
	 ProChon Holdings BV
	  	 	0.9527	% 	 	 	0.9320	% 	 	 	12.2402	% 
	 Altima Global Special Opportunities Master Fund Limited
	  	 	0.2453	% 	 	 	0.2400	% 	 	 	3.1522	% 
	 Boston Millennia Associates II Partnership
	  	 	0.0007	% 	 	 	0.0007	% 	 	 	0.0095	% 
	 Boston Millennia Partners GmbH & Co. KG
	  	 	0.0210	% 	 	 	0.0204	% 	 	 	0.2683	% 
	 Boston Millennia Partners II Limited Partnership
	  	 	0.1474	% 	 	 	0.1435	% 	 	 	1.8841	% 
	 Boston Millennia Partners II-A Limited Partnership
	  	 	0.0071	% 	 	 	0.0069	% 	 	 	0.0903	% 
	 Strategic Advisors Fund Limited Partnership
	  	 	0.0013	% 	 	 	0.0013	% 	 	 	0.0169	% 
	 Inflection Point Ventures II, L.P.
	  	 	0.0521	% 	 	 	0.0499	% 	 	 	0.6557	% 
	 Foundation Medical Partners II, L.P.
	  	 	0.0380	% 	 	 	0.0292	% 	 	 	0.3841	% 
	 Gene McGrevin
	  	 	0.0649	% 	 	 	0.0635	% 	 	 	0.8343	% 
	 FinTech Gimv Fund LP
	  	 	0.2394	% 	 	 	0.2329	% 	 			
	 Ian Rosenberg
	  	 	0.0290	% 	 	 	0.0281	% 	 	 	0.3695	% 
	 Wilmslow Estates Limited
	  	 	0.0207	% 	 	 	0.0201	% 	 	 	0.2640	% 
	 BMV Direct LP
	  	 	0.1565	% 	 	 	0.1608	% 	 	 	2.1117	% 
	 Kevin Rakin
	  	 	0.0125	% 	 	 	0.0121	% 	 	 	0.1584	% 


  
 14 









													
	 Kevin L. Rakin Irrevocable Trust
	  	 	0.0083	% 	 	 	0.0080	% 	 	 	0.1056	% 
	 The Common Stockholders, to be allocated among each such holder and its respective Affiliates as follows:
	  	 	3.7500% (48	%) 	 	 	3.6548% (48	%) 	 	 	48	% 
	 ProChon Holdings BV
	  	 	1.4648	% 	 	 	1.4277	% 	 	 	18.7500	% 
	 Altima Global Special Opportunities Master Fund Limited
	  	 	0.3907	% 	 	 	0.3808	% 	 	 	5.0013	% 
	 Boston Millennia Associates II Partnership
	  	 	0.0022	% 	 	 	0.0022	% 	 	 	0.0285	% 
	 Boston Millennia Partners GmbH & Co. KG
	  	 	0.0626	% 	 	 	0.0610	% 	 	 	0.8015	% 
	 Boston Millennia Partners II Limited Partnership
	  	 	0.4397	% 	 	 	0.4286	% 	 	 	5.6285	% 
	 Boston Millennia Partners II-A Limited Partnership
	  	 	0.0211	% 	 	 	0.0205	% 	 	 	0.2696	% 
	 Strategic Advisors Fund Limited Partnership
	  	 	0.0040	% 	 	 	0.0039	% 	 	 	0.0506	% 
	 Inflection Point Ventures II, L.P.
	  	 	0.0858	% 	 	 	0.0837	% 	 	 	1.0987	% 
	 Foundation Medical Partners II, L.P.
	  	 	0.3553	% 	 	 	0.3463	% 	 	 	4.5475	% 
	 Mark Butts*
	  	 	0.2734	% 	 	 	0.2665	% 	 	 	3.5000	% 
	 Oded Ben-Joseph*
	  	 	0.2734	% 	 	 	0.2665	% 	 	 	3.5000	% 
	 Arnold Freedman*
	  	 	0.2734	% 	 	 	0.2665	% 	 	 	3.5000	% 
	 Gene McGrevin
	  	 	0.1034	% 	 	 	0.1008	% 	 	 	1.3237	% 

  

	*	These individuals were issued BEA Warrants. Pursuant to the BEA Agreement, such holders will agree to exercise the number of shares necessary to satisfy their obligations under this Agreement immediately prior to an IPO
or, in the alternative, assign such number of shares of Common Stock subject to each holders’ BEA Warrant to Takagi as is necessary to satisfy each holders pro-rata obligation to Takagi together with a check payable to Takagi equal to the
exercise price for the underlying shares. 

 6.2 IPO. The parties hereto acknowledge the rights of Takagi to the
conversion of the Consideration to Common Stock in the event of an initial public offering (an “IPO”). The parties agree that upon an IPO, the Consideration shall be converted to Common Stock pursuant to the terms of the Takagi
Agreement and the Consideration is to be paid by the Stockholders identified in the table in Section 6.1 above. At the time of the IPO, each such Stockholder shall transfer such number of shares of the Company’s Common Stock to
Takagi equal to the aggregate number of shares of Common Stock issuable to Takagi pursuant to the Takagi Agreement multiplied by each Stockholder’s pro rata portion of the aggregate percentage set forth next to all of Stockholder’s names
in the table in Section 6.1 above for no consideration payable by Takagi. 

  
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 7. Prochon Holdings BV Note. The parties hereto agree to the following in connection with
the Prochon Holdings BV Note. This Section 7 shall amend, supersede and replace the terms and conditions of the Prochon Holdings BV Note to the extent inconsistent therewith. Notwithstanding anything to the contrary in the Prochon Holdings BV
Note, Prochon Holdings BV shall have no recourse against the Company for any obligation in the Prochon Holdings BV Note except as specifically provided in this Section 7. Prochon Holdings BV’s sole recourse with respect to the Prochon
Holdings BV Note shall be as set forth in this Section 7. Accordingly, in no event shall the Prochon Holdings BV Note be convertible into equity securities of the Company, and the Company shall have no obligations to make any cash payments with
respect to the Prochon Holdings BV Note except as described in this Section 7 and then only to the extent that there are sufficient proceeds to do so. Each 2011 Investor, and only such 2011 Investors, agrees that upon a Sale of the Company with
gross proceeds of $750,000 or more, the Company shall deduct from the proceeds from such sale that would be payable to the 2011 Investors, and only such 2011 Investors, pro rata based on their shares of Common Stock (without regard to the conversion
of any shares of Preferred Stock), if any, the outstanding principal amount of the Prochon Holdings BV Note and pay such amount in the same form of consideration as paid in the Sale of the Company to Prochon Holdings BV in full satisfaction of the
Prochon Holdings BV Note. Notwithstanding anything to the contrary in the Prochon Holdings BV Note, in no other event shall Prochon Holdings BV have any right to any payments on the Prochon Holdings BV Note. The 2011 Investors will indemnify and
hold the Company and any other party to this Agreement other than the 2011 Investors harmless from, and will defend the Company and any other party to this Agreement other than the 2011 Investors against, any and all loss, liability, damage, claims,
demands or suits and related costs and expenses that arise, directly or indirectly, from the Prochon Holdings BV Note. 
 8. Legend.
Each certificate representing shares of Transfer Stock held by a Key Holder or issued to any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof or issued to any permitted transferee in connection with a
transfer permitted by Section 3.1 hereof shall be endorsed with the following legend: 
 THE SALE, PLEDGE, HYPOTHECATION OR
TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG THE STOCKHOLDER, THE
CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT SECOND AMENDED AND
RESTATED STOCKHOLDERS’ AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER, OWNERSHIP AND VOTING SET FORTH THEREIN. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. 

  
 16 








 Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the
shares represented by certificates bearing the legend referred to in this Section 8 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed upon termination of this
Agreement at the request of the holder. 
 9. Lock-Up. 

9.1 Agreement to Lock-Up. Each Stockholder hereby agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement of Form S-1
or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days) after the effective date of the Company’s IPO (a) lend, offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Stockholder or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or
otherwise. The foregoing provisions of this Section 8.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, transfers pursuant to Section 6 hereof, or the transfer of any shares
to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Stockholders only if all officers and directors and stockholders individually (together with their Affiliates) owning
more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. Any release from the lock-up restrictions
as described in this Subsection 9.1 will be done pro rata among the Stockholders holding Registrable Securities, so that each such Stockholder of Registrable Securities may sell, transfer or otherwise dispose of an equal percentage of his, her or
its shares originally subject to the lock-up restrictions. The underwriters in connection with such registration are intended third party beneficiaries of this Subsection 9.1 and shall have the right, power, and authority to enforce the provisions
hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 9.1 or that are
necessary to give further effect thereto. 
 9.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the Company
may impose stop-transfer instructions with respect to the shares of Capital Stock of each Stockholder (and transferees and assignees thereof) until the end of such restricted period. 

  
 17 








 10. Miscellaneous. 

10.1 Term. This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the
Qualified IPO (except that Section 8 and Section 9 shall survive for the 180 day period set forth in Section 9.1) and (b) the consummation of a Deemed Liquidation Event (as defined in the Certificate of
Incorporation) (except that Section 4 shall survive such Deemed Liquidation Event), provided in each case that the rights of Takagi pursuant to Section 6 hereof and the rights of Prochon Holdings BV pursuant to
Section 7 hereof shall be complied with in connection with such IPO or Deemed Liquidation Event. 
 10.2 Stock Split. All
references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement. 

10.3 Ownership. Each Key Holder represents and warrants that such Stockholder is the sole legal and beneficial owner of the shares of
Transfer Stock subject to this Agreement and that no other person or entity has any interest in such shares (other than a community property interest as to which the holder thereof has acknowledged and agreed in writing to the restrictions and
obligations hereunder). 
 10.4 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. 
 10.5 Notices. All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given and received: (a) upon personal delivery to the party to be notified, (b) when sent, if sent by confirmed electronic mail or facsimile during normal business hours of the recipient,
and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Investors at their address as set forth on Schedule A hereof, as the case may be, or to such email
address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 10.5. If notice is given to the Company, it shall be sent to Histogenics Corporation, 830 Winter Street, 3rd Floor, Waltham, MA 02451, Attention: Chief Executive Officer; and a copy (which shall not constitute notice) shall also be sent to Gunderson Dettmer et al., LLP, 850 Winter Street, Waltham,
Massachusetts 02451, Attention: Marc Dupré. If notice is given to an Investor, it shall be sent to the address of such Investor as set forth on Schedule A hereto; and a copy (which shall not constitute notice) shall also be sent to
O’Melveny & Myers LLP, 2765 Sand Hill Road, Menlo Park, CA 94025, Attention: Brian E. Covotta, Esq. 

  
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 10.6 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto)
constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing among the parties are expressly
canceled. Upon the Effective Time of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. 

10.7 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 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. 

10.8 Amendment; Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to
Section 10.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by the Company and the Required
Holders; provided that any amendment, modification, termination or waiver of the rights of (i) Sofinnova under Section 5 shall also require the prior written consent of Sofinnova, (ii) Split Rock under
Section 5 shall also require the prior written consent of Split Rock; (iii) 2011 Investors under Section 5 shall also require the prior written consent of such 2011 Investors; and (iv) Sofinnova, Split Rock, the
2011 Investors, respectively, set forth in this sentence shall require the prior written consent of Sofinnova, Split Rock, and the 2011 Investors, respectively. Any amendment, modification, termination or waiver so effected shall be binding upon the
Company, the Stockholders, and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the
foregoing, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder without the written consent of such Stockholder unless such amendment, modification,
termination or waiver applies to all Stockholders in the same fashion. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such
amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision. 

  
 19 








 10.9 Assignment of Rights. 

(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted
assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. 
 (b) Any successor or permitted assignee of any
Stockholder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company and the Stockholders, as a condition to any transfer or assignment, a counterpart signature
page hereto or instrument of accession pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or
assignor of such successor or permitted assignee. 
 (c) Except in connection with an assignment by the Company by operation of law to the
acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances. 
 10.10
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 

10.11 Additional Stockholders. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of
Series A-1 Preferred Stock after the date hereof, any purchaser of such shares of Series A-1 Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page or instrument of accession to
this Agreement and thereafter shall be deemed a “Stockholder” and Series A Holder, as applicable for all purposes hereunder. In the event that after the date of this Agreement, the Company issues shares of Capital Stock, or options to
purchase Capital Stock, to any Person, which shares or options would collectively constitute with respect to such Person (taking into account all shares of Capital Stock, options and other purchase rights held by such Person) one percent
(1%) or more of the Company’s then outstanding Capital Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or
converted), the Company shall, as a condition to such issuance, cause such Person to execute a counterpart signature page or instrument of accession hereto as a Stockholder, and such Person (an “Additional Stockholder”) shall
thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Stockholder. 
 10.12 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts of laws. 

  
 20 








 10.13 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. 
 10.14 Counterparts; Facsimile. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

10.15 Aggregation of Stock. All shares of Capital Stock held or acquired by Affiliated entities or Persons shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement and the exercise of any such rights may be allocated among such Affiliated entities in such manner as such Affiliated entities may determine in their discretion. 

10.16 Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this
Agreement, each of the parties hereto shall be entitled to specific performance of the agreements and obligations of the other parties hereunder and to such other injunction or other equitable relief as may be granted by a court of competent
jurisdiction. 
 10.17 Consent of Spouse. If any individual Stockholder is married on the date of this Agreement, such
Stockholder’s spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit A hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof,
such consent shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s shares of Transfer Stock that do not otherwise exist by operation of law or the agreement of the parties. If any individual Stockholder should
marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions
contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same. 

10.18 Irrevocable Proxy. Each party hereby constitutes and appoints the Secretary and the Chief Executive Officer of the Company and a
designee of the Investors, and each of them, with full power of substitution, as the proxies of the party with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with
Section 5 of this Agreement and votes regarding any Sale of the Company pursuant to Section 4 of this Agreement, and hereby authorizes each of them to represent and to vote, if and only if the party attempts to vote (whether
by proxy, in person or by written consent), or to fail to vote, in a manner which is inconsistent with the terms of this Agreement, all of such party’s shares of the Company’s capital stock in favor of the election of persons as members of
the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Section 4 of this Agreement. The
proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and 

  
 21 








 
covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and will be irrevocable unless and until this
Agreement terminates or expires pursuant to Section 10.1 hereof. Each party hereby revokes any and all previous proxies with respect to the shares of the Company’s capital stock and will not hereafter, unless and until this
Agreement terminates or expires pursuant to Section 10.1 hereof, purport to grant any other proxy or power of attorney with respect to any shares of the Company’s capital stock, deposit any such shares into a voting trust or enter
into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of such shares, in each case, with respect to any
of the matters set forth herein. 
 10.19 Attorneys’ Fees. In the event that any suit or action is instituted under or in
relation to this Agreement, including, without limitation, to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 

[Remainder of Page Intentionally Left Blank] 

  
 22 








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

  

			
	HISTOGENICS CORPORATION
		
	By:	 	/s/ Peter Greenleaf
	Name: Peter Greenleaf
	Title: President and Chief Executive Officer
	 Address: 830 Winter Street, 3rd Floor

              Waltham, MA 02451




  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

  

	
	 KEY HOLDERS:
  

PETER GREENLEAF

	
	/s/ Peter Greenleaf
	


  

	
	KEVIN MCARDLE
	
	/s/ Kevin McArdle
	


  

	
	PATRICK O’DONNELL
	
	/s/ Patrick O’Donnell
	


  

	
	PETER HAMILTON
	
	/s/ Peter Hamilton
	



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

  

	
	 BEA WARRANT HOLDERS*:
 *Solely for the
obligations set forth in Section 6.1 and Section 6.2 hereof.
  
 MARK
BUTTS

	
	/s/ Mark Butts
	


  

	
	ODED BEN-JOSEPH
	
	/s/ Oded Ben-Joseph
	


  

	
	ARNOLD FREEDMAN
	
	/s/ Arnold Freedman
	



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

ALTIMA RESTRUCTURE FUND LIMITED

		
	By:	 	/s/ Malcolm Goddard
	Name: Malcolm Goddard
	Title:   Authorized Signatory



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

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



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

	
	INVESTORS:
	
	/s/ Gene McGrevin
	Gene McGrevin



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

BOSTON MILLENNIA ASSOCIATES II PARTNERSHIP

		
	By:	 	/s/ Martin J. Hernon
	Name:	 	Martin J. Hernon
	Title:	 	General Partner
	Date:	 	 


  

			
	 BOSTON MILLENNIA PARTNERS GMBH & CO. KG 

By: Boston Millennia Verwaltungs GmbH

		
	By:	 	/s/ Martin J. Hernon
	Name:	 	Martin J. Hernon
	Title:	 	Managing Director
	Date:	 	 


  

			
	 BOSTON MILLENNIA PARTNERS II LIMITED PARTNERSHIP 

By: Glen Partners II Limited Partnership

		
	By:	 	/s/ Martin J. Hernon
	Name:	 	Martin J. Hernon
	Title:	 	General Partner
	Date:	 	 


  

			
	 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
	Date:	 	 


  

			
	 STRATEGIC ADVISORS FUND LIMITED PARTNERSHIP 

By: Glen Partners II Limited Partnership

		
	By:	 	/s/ Martin J. Hernon
	Name:	 	Martin J. Hernon
	Title:	 	General Partner
	Date:	 	 



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

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



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

FINTECH GIMV FUND LP
  

By:   FGF (GP) Management Limited
Its General Partner

		
	By:	 	/s/ Angela Keeney
	Name:	 	Angela Keeney
	Title:	 	Director



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

	
	 INVESTORS:
  

IAN ROSENBERG

	
	/s/ Ian Rosenberg
	Ian Rosenberg



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

KEVIN L. RAKIN IRREVOCABLE TRUST

		
	By:	 	/s/ Lloyd Hoffman
	Name:	 	Lloyd Hoffman
	Title:	 	Trustee



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

	
	 INVESTORS:
  

KEVIN RAKIN

	
	/s/ Kevin Rakin
	Kevin Rakin



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

BMV DIRECT LP

	
	/s/ Greg Lubushkin
	By:	 	Greg Lubushkin
	Title:	 	Chief Financial Officer



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

WILMSLOW ESTATES LIMITED

	
	/s/ Ian Crosby    /s/ Ian Ferguson
	By: Chaumont (Directors) Limited
		
	Name:	 	 
	Title:	 	Directors: Wilmslow Estates Limited



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

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




  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

PROCHON HOLDINGS BV

		
	By:	 	/s/ Ian Crosby    /s/ Ian Ferguson
		 	Chaumont (Directors) Limited
		 	Directors: Prochon Holding BV



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








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

			
	 INVESTORS:
  

INFLECTION POINT VENTURES II, L.P.

By:   Inflection Point SBIC Associates LLC,
its general partner

		
	By:	 	/s/ Michael E. A. O’Malley
		 	Managing Director



  
 [Histogenics
– Signature Page to Second Amended and Restated Stockholders’ Agreement] 








 SCHEDULE A 

INVESTORS 
  

																					
	 NAME/ADDRESS
	  	INITIAL CLOSING	 	  	SECOND CLOSING	 	  	THIRD CLOSING	 
	  	Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Common Stock
underlying
Warrants	 	  	Shares of
Series A-1
Preferred
Stock	 	  	Purchaser
Holdback
Shares	 	  	Shares of Series
A-1 Preferred
Stock	 
	 Sofinnova Venture Partners VIII, L.P.

2800 Sand Hill Road, Suite 150

Menlo Park, CA 94025
	  	 	8,750,000	  	  	 	157,413	  	  	 	3,125,000	  	  	 	636,314	  	  	 	3,125,000	  
	 Split Rock Partners II, LP

10400 Viking Drive, Suite 550

Minneapolis, MN 55344
	  	 	5,833,333	  	  	 	104,942	  	  	 	2,083,334	  	  	 	424,192	  	  	 	2,083,333	  
	 FinTech Gimv Fund LP

c/o FGT (GP) Management Limited

La Motte Chambers

St. Helier, Jersey

Channel Islands

JE1 1BJ
	  	 	1,690,171	  	  	 	30,406	  	  	 	603,633	  	  	 	122,932	  	  	 	603,632	  
	 BMV Direct LP

17190 Bernardo Center Drive

San Diego, CA 92128

Attn: Corp Legal
	  	 	1,000,000	  	  	 	20,988	  	  	 	500,000	  	  	 	72,704	  	  	 	500,000	  
	 Boston Millennia Partners II Limited Partnership*

30 Rowes Wharf

Boston, MA 02110
	  	 	1,040,949	  	  	 	18,727	  	  	 	371,768	  	  	 	300,851	  	  	 	371,768	  
	 Boston Millennia Partners II-A Limited Partnership*

30 Rowes Wharf

Boston, MA 02110
	  	 	49,864	  	  	 	897	  	  	 	17,809	  	  	 	14,438	  	  	 	17,808	  
	 Boston Millennia Partners GmbH & Co. KG*

30 Rowes Wharf

Boston, MA 02110
	  	 	148,232	  	  	 	2,667	  	  	 	52,940	  	  	 	42,855	  	  	 	52,940	  
	 Boston Millennia Associates II Partnership*

30 Rowes Wharf

Boston, MA 02110
	  	 	5,265	  	  	 	168	  	  	 	1,881	  	  	 	1,484	  	  	 	1,880	  
	 Strategic Advisors Fund Limited Partnership*

30 Rowes Wharf

Boston, MA 02110
	  	 	9,360	  	  	 	95	  	  	 	3,343	  	  	 	2,713	  	  	 	3,343	  


  
 Schedule A-1 









																					
	 NAME/ADDRESS
	  	INITIAL CLOSING	 	  	SECOND CLOSING	 	  	THIRD CLOSING	 
	  	Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Common Stock
underlying
Warrants	 	  	Shares of
Series A-1
Preferred
Stock	 	  	Purchaser
Holdback
Shares	 	  	Shares of Series
A-1 Preferred
Stock	 
	 ProChon Holdings BV*

Stonehage SA

Rue du Puit-Godet 12, PO Box 126

2005 Neuchatel 5

Switzerland
	  	 	6,663,563	  	  	 	121,658	  	  	 	2,464,643	  	  	 	1,234,586	  	  	 	2,464,642	  
	 Altima Global Special Opportunities Master Fund

Limited* (Altima Restructure Fund Limited

purchased Series A-1 Preferred Stock as the

successor entity to Altima Global Special

Opportunities Master Fund Limited)

Altima Partners LLP

11 Slingsby Place, 2nd Floor

St. Martin’s Courtyard

London, UK WC2E 9AB
	  	 	1,715,453	  	  	 	31,331	  	  	 	635,027	  	  	 	324,813	  	  	 	635,026	  
	 Foundation Medical Partners II, L.P.*

105 Rowayton Avenue

Rowayton, CT 06853
	  	 	363,800	  	  	 	3,818	  	  	 	0	  	  	 	0	  	  			
	 Inflection Point Ventures II, L.P.*

30 Washington Street

Wellesley, MA 02481
	  	 	376,877	  	  	 	6,517	  	  	 	122,084	  	  	 	71,322	  	  	 	122,083	  
	 Gene McGrevin*

10697 Bell Road

Duluth, GA 30097
	  	 	454,053	  	  	 	8,293	  	  	 	168,081	  	  	 	85,964	  	  	 	168,081	  
	 Wilmslow Estates Limited

c/o Stonehage Group

2 The Forum

Grenville Street

St Helier

Jersey

JE1 4HH
	  	 	146,296	  	  	 	2,624	  	  	 	51,852	  	  	 	10,650	  	  	 	51,852	  
	 Ian Rosenberg

4712 Spyglass Drive

Dallas, Texas 75287
	  	 	204,815	  	  	 	3,673	  	  	 	72,593	  	  	 	14,899	  	  	 	72,592	  
	 Kevin L. Rakin Irrecvocable Trust

14 Side Hill Road

Westport, CT 06880
	  	 	60,000	  	  	 	0	  	  	 	20,000	  	  	 	4,362	  	  	 	20,000	  
	 Kevin Rakin

14 Side Hill Road

Westport, CT 06880
	  	 	150,000	  	  	 	2,624	  	  	 	30,000	  	  	 	6,543	  	  	 	30,000	  

  

	*	2011 Investor 


  
 Schedule A-1 








 EXHIBIT A 

CONSENT OF SPOUSE 
 I,
[                                ], spouse of
[                    ], acknowledge that I have read the Second Amended and Restated Stockholders’ Agreement, dated as of
December 18, 2013, to which this Consent is attached as Exhibit A (the “Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding certain rights to certain
other holders of Capital Stock of the Company upon a Proposed Transfer of shares of Transfer Stock of the Company which my spouse may own including any interest I might have therein. 

I hereby agree that my interest, if any, in any shares of Transfer Stock of the Company subject to the Agreement shall be irrevocably bound by
the Agreement and further understand and agree that any community property interest I may have in such shares of Transfer Stock of the Company shall be similarly bound by the Agreement. 

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent
professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right. 

Dated as of the [__] day of [                    ,
            ]. 
  

	
	   

	Signature


  

	
	   

	Print Name



  
 Exhibit A-1 








 EXHIBIT B 

TAKAGI AGREEMENT 
 (Filed as
Exhibit 10.20) 

  
 Exhibit B-1