RHYTHM HOLDING COMPANY, LLC FIRST AMENDMENT TO OPERATING AGREEMENT
EXHIBIT 3.2
FIRST AMENDMENT
TO
This FIRST AMENDMENT TO OPERATING AGREEMENT (this “Amendment”) is entered into as of July 16, 2013, by and among the undersigned members of Rhythm Holding Company, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Operating Agreement (as defined below).
RECITALS
WHEREAS, the Company and its Members entered into that certain Operating Agreement, dated as of March 21, 2013 (the “Operating Agreement”);
WHEREAS, pursuant to Section 16.2 of the Operating Agreement, the Operating Agreement may be amended, supplemented, or modified upon the written consent of the Majority Preferred Members and the Majority Members; and
WHEREAS, the Company and the undersigned Members, constituting the Majority Preferred Members and the Majority Members, desire to amend the Operating Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO OPERATING AGREEMENT
1.1 SECTION 1.1. Section 1.1 of the Operating Agreement is hereby amended to replace the definition of the term Exempted Securities with the following definition:
“Exempted Securities” shall mean (i) the following Units and (ii) Units deemed issued pursuant to the following Options and/or Convertible Securities: (1) Antidilution Units issued pursuant to Section 4.9(a) hereof; (2) Common Units issued upon automatic conversion of Preferred Units pursuant to Section 4.11 hereof; (3) Units the issuance of which is subject to adjustment pursuant to Section 4.10 hereof; (4) Units, Options or Convertible Securities issued by reason of a Qualified Initial Public Offering; (5) Units, Options or Convertible Securities issued as a dividend or distribution on outstanding Preferred Units; (6) Common Units or Options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Managers, including a majority of the Preferred Managers (including without limitation, up
to an aggregate of 20,309,000 Compensatory Units issued pursuant to Section 4.3); and (7) Units or Convertible Securities actually issued upon the exercise of Options or Units or Convertible Securities actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security and that the Units or Convertible Securities so actually issued have previously been treated as deemed to be issued pursuant to Section 4.9(d) hereof.
1.3 EXHIBIT A. Exhibit A to the Operating Agreement is hereby to read in its entirety as set forth in Schedule I attached hereto.
1.4 EXHIBIT B. Exhibit B to the Operating Agreement is hereby amended to read in its entirety as set forth in Schedule II attached hereto.
1.5 EXHIBIT C. Exhibit C to the Operating Agreement is hereby amended to read as set forth in Schedule III attached hereto.
SECTION 2. ADDITIONAL PROVISIONS
2.1 ENTIRE AGREEMENT AND MODIFICATION. The Operating Agreement, together with this Amendment, constitutes the entire agreement among the parties with respect to the subject matter thereof and hereof and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof. Except as modified by this Amendment, all of the provisions of the Operating Agreement are hereby ratified, confirmed, and affirmed in all respects, and shall continue in full force and effect. The Operating Agreement and this Amendment shall be read together, and any reference to the term “Agreement” in the Operating Agreement shall mean the Operating Agreement as amended by this Amendment.
2.2 COUNTERPARTS. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
2.3 HEADINGS. The Section headings contained in this Amendment are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amendment.
2.4 SEVERABILITY. Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
[The remainder of this page is intentionally left blank.]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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Name: |
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Title: |
President |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES A MEMBERS: | |
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MPM BIOVENTURES V, L.P. | |
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By: MPM BIOVENTURES V GP LLC, its General Partner | |
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By: MPM BIOVENTURES V LLC, its Managing Member | |
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Member |
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MPM ASSET MANAGEMENT INVESTORS BV5 LLC | |
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By: MPM BIOVENTURES V LLC, its Manager | |
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By: |
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Name: |
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Title: |
Member |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES A MEMBERS: | |
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New Enterprise Associates 13, L.P. | |
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By: NEA Partners 13, L.P., its general partner | |
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By: NEA 13 GP, LTD, its general partner | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
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Title: |
Chief Legal Officer |
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NEA Ventures 2009, Limited Partnership | |
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By: |
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Name: |
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Title: |
Vice President |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES A MEMBERS: | |
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Third Rock Ventures, L.P. | |
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By: Third Rock Ventures GP, L.P., its general partner | |
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By: TRV GP, LLC, its general partner | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Partner |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES B MEMBERS: | |
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MPM BIOVENTURES V, L.P. | |
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By: MPM BIOVENTURES V GP LLC, its General Partner | |
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By: MPM BIOVENTURES V LLC, its Managing Member | |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
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Title: |
Member |
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MPM ASSET MANAGEMENT INVESTORS BV5 LLC | |
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By: MPM BIOVENTURES V LLC, its Manager | |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
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Title: |
Member |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES B MEMBERS: | |
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New Enterprise Associates 13, L.P. | |
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By: NEA Partners 13, L.P., its general partner | |
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By: NEA 13 GP, LTD, its general partner | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
Chief Legal Officer |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES B MEMBERS: | |
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Third Rock Ventures, L.P. | |
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By: Third Rock Ventures GP, L.P., its general partner | |
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By: TRV GP, LLC, its general partner | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Partner |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES B MEMBERS: | |
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PFIZER INC. | |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Vice President, Venture Capital, Worldwide Business Development |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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SERIES B MEMBERS: | |
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SUTREPA SAS | |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Chairman |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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COMMON MEMBERS: | |
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MPM BIOVENTURES V, L.P. | |
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By: MPM BIOVENTURES V GP LLC, its General Partner | |
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By: MPM BIOVENTURES V LLC, its Managing Member | |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Member |
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MPM ASSET MANAGEMENT INVESTORS BV5 LLC | |
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By: MPM BIOVENTURES V LLC, its Manager | |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Member |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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COMMON MEMBERS: | |
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New Enterprise Associates 13, L.P. | |
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By: NEA Partners 13, L.P., its general partner | |
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By: NEA 13 GP, LTD, its general partner | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
Chief Legal Officer |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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COMMON MEMBERS: | |
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Third Rock Ventures, L.P. | |
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By: Third Rock Ventures GP, L.P., its general partner | |
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By: TRV GP, LLC, its general partner | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Partner |
[Signature Page to First Amendment to Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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COMMON MEMBERS: | |
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SUTREPA SAS | |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Chairman |
[Signature Page to First Amendment to the Operating Agreement]
The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
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COMMON MEMBERS: |
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ |
[Signature Page to First Amendment to the Operating Agreement]
Schedule I
EXHIBIT A
Initial Series A Members
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Name and Address |
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Number of Series A Preferred |
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Capital Contribution |
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MPM BioVentures V, L.P. c/o MPM Capital LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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19,572,961 |
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$ |
11,604,377 |
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MPM Asset Management Investors BV5 LLC c/o MPM Capital LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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760,373 |
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$ |
472,431 |
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New Enterprise Associates 13, L.P. c/o New Enterprise Associates ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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20,293,333 |
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$ |
11,999,458 |
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NEA Ventures 2009, Limited Partnership c/o New Enterprise Associates ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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40,000 |
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$ |
24,853 |
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Third Rock Ventures, L.P. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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20,333,333 |
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$ |
11,855,543 |
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Schedule II
EXHIBIT B
Initial Series B Members
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Name and Address |
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Number of Series B Preferred |
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Capital Contribution |
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MPM BioVentures V, L.P. c/o MPM Capital LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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8,811,042 |
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$ |
4,658,906.00 |
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MPM Asset Management Investors BV5 LLC c/o MPM Capital LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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342,292 |
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$ |
180,990.00 |
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New Enterprise Associates 13, L.P. c/o New Enterprise Associates ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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29,533,333 |
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$ |
15,185,801.00 |
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Third Rock Ventures, L.P. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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29,533,333 |
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$ |
15,185,801.00 |
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Pfizer Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Ph.D. |
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16,000,000 |
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$ |
8,071,014.00 |
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Sutrepa SAS ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Billancourt Represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President |
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780,000 |
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$ |
405,215.00 |
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Schedule III
EXHIBIT C
Initial Common Members
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Name and Address |
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Capital Contribution |
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MPM BioVentures V, L.P. c/o MPM Capital LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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MPM Asset Management Investors BV5 LLC c/o MPM Capital LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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New Enterprise Associates 13, L.P. c/o New Enterprise Associates ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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Third Rock Ventures, L.P. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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Sutrepa ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Billancourt Represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President |
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$ |
0 |
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
▇ |
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▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ |
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$ |
▇ |
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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$ |
0 |
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