Exhibit 10.31
PREFERRED STOCKHOLDERS' AGREEMENT
This Agreement is made as of this 17th day of May 1996, by and among
SCRIPTGEN Pharmaceuticals, Inc., a Delaware corporation (the "Company") with its
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000,
each of the individuals and entities severally listed on SCHEDULE I hereto
(collectively, the "Series A Purchasers" and individually, a "Series A
Purchaser"), each of individuals and entities severally listed on SCHEDULE II
hereto (collectively, the "Series B Purchasers" and individually, a "Series B
Purchaser," and together with the Series A Purchasers, the "Existing Preferred
Stock Purchasers"), each of the individuals and entities severally listed on
SCHEDULE III hereto (collectively, the "Original Series C Purchasers" and
individually, an "Original Series C Purchaser"), each of individuals and
entities that become party to this Agreement pursuant to Section 7(a) hereof
(collectively, the "Subsequent Series C Purchasers," and individually, a
"Subsequent Series C Purchaser," and the Original Series C Purchasers and
Subsequent Series C Purchasers are referred to herein collectively as the
"Series C Purchasers," and individually, a "Series C Purchaser;" the Existing
Preferred Stock Purchasers and the Series C Purchasers are referred to herein
collectively as the "Preferred Stock Purchasers," and individually, a "Preferred
Stock Purchaser"), and such subsequent individuals and entities as become party
to this Agreement pursuant to Section 7(b) hereof (collectively, the "Subsequent
Stockholders," and individually, a "Subsequent Stockholder;" the Subsequent
Stockholders and the Preferred Stock Purchasers are referred to herein
collectively as the "Stockholders," and individually, a "Stockholder").
WHEREAS, the Company, the Existing Preferred Stock Purchasers and
certain other holders of the Company's securities are party to a 1995 Amended
and Restated Stockholders' Agreement dated as of April 19, 1995 ( the "1995
Stockholders' Agreement");
WHEREAS, the parties hereto and the parties hereto that are party to
the 1995 Stockholders' Agreement desire to amend and restate the 1995
Stockholders' Agreement to a form substantially similar to this Agreement (the
"1996 Stockholders' Agreement");
WHEREAS, the 1995 Stockholders' Agreement requires that 85% of the
Existing Preferred Stockholders and 50% of certain other stockholders of the
Company consent to amend such agreement;
WHEREAS, the parties hereto desire to enter into this Agreement
pending effectiveness, if ever, of the 1996 Stockholders' Agreement; and
WHEREAS, the Company and certain of the Preferred Stock Purchasers
have entered into a Series C Stock Purchase Agreement, dated the date hereof
(the "Series C Purchase Agreement"), pursuant to which certain of the Preferred
Stock Purchasers purchased certain securities of the Company, which purchase
will inure to
the benefit of the Existing Preferred Stock Purchasers and the Subsequent
Stockholders; and
WHEREAS, the parties hereto are desirous of entering into this
Agreement in order to provide for certain agreements among the parties hereto
with respect to the election of the Company's directors and with respect to
rights to purchase shares of the Company's Common Stock, $.01 par value per
share (the "Common Stock") owned by or which may hereinafter be acquired by any
of them (the "Securities"); and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
ELECTION OF DIRECTORS.
(a) The Stockholders will vote their respective shares of capital
stock of the Company (whether now owned or hereafter acquired), and take all
other actions necessary to maintain the number of Directors comprising the
Company's Board of Directors (the "Board") at six (6).
(b) At any and all meetings (including any written action in lieu of
a meeting) of stockholders of the Company at which directors are to be elected,
each Stockholder shall vote all of the capital stock of the Company held by such
Stockholder, whether now owned or hereafter acquired, to elect to the Board (i)
two (2) designees of a majority in interest of the Series A Purchasers, (ii) one
(1) designee of Xxxxxxx X. Xxxxx and Xxxxx X. Xxx (collectively, the "Founders")
acting jointly, which designee shall be selected by the Founders, with the
advice and approval of Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, the Chief Executive
Officer of the Company, if any, and Xxxxx Fisherman (or their respective
successors on the Board), such approval not to be unreasonably withheld, (iii)
one (1) designee of a majority in interest of the Advent Series B Purchasers (as
defined below), (iv) the Chief Executive Officer of the Company then in office,
and (v) one (1) designee of the Series C Purchasers. At any time prior to any
meeting (or written action in lieu of a meeting) of the stockholders of the
Company at or by which Directors are to be elected, the Stockholders having the
right to designate a Director or Directors for election to the Board shall
notify the other Stockholders of its designee(s), but in the absence of any such
notification it shall be presumed that the incumbent designees have been
redesignated.
(c) In the event any Director designated for election to the Board
pursuant to (b) (i), (ii), (iii) or (v) above dies, resigns, is removed or
otherwise ceases to serve as a member of the Board, the Company shall give
notice thereof, as appropriate, to the Stockholders that designated such
Director to designate a successor and notify the Company of such designee's
selection. If a vacancy on the Board is filled in the interim by the remaining
Directors with a Director who is not the successor
-2-
designated by the Stockholders having the right to designate such successor,
each Stockholder agrees to cast his, her or its votes for, or give his, her or
its written consent to, the removal of such Director at any time upon receipt of
instructions in writing to such effect, signed in the appropriate instance by a
majority in interest of the Stockholders having the right to designate such
successor.
(d) Each Stockholder agrees to vote his, her or its capital stock
for, or give his, her or its written consent to, the removal of a Director on
the Board at any time upon receipt of instructions in writing to such effect,
signed by a majority in interest of the Stockholders that designated such
Director for election to the Board.
(e) The "Advent Series B Purchasers" are Rovent II Limited
Partnership, Golden Gate Development and Investment Limited Partnership, and
Advent International Investors II Limited Partnership.
So long as both this Agreement and the 1995 Stockholders' Agreement
remain in effect, the Existing Preferred Stock Purchasers agree, and shall take
any action necessary so that one of the candidates for the Board designated by a
majority in interest of the Existing Preferred Stock Purchasers under the 1995
Stockholders' Agreement shall be the candidate for the Board designated by a
majority in interest of the Series C Purchasers as provided in Section 1.1(b)
above. The Existing Preferred Stock Purchasers agree to exercise their rights
to the fullest extent possible pursuant to the 1995 Stockholders' Agreement with
respect to the election of Directors of the Company.
The initial designees of the Series A Purchasers to the Board are
Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxx. The initial designee of the Founders to the
Board is Xxxxx Xxxxxxxxx, and the initial designee of the Advent Series B
Purchasers to the Board is Xxxxx Fisherman.
SALE OF SECURITIES
(a) No Stockholder shall either, directly or indirectly, sell,
assign, mortgage, transfer, pledge, create a security interest in or lien upon,
encumber, give, place in trust, hypothecate, or otherwise in any manner
voluntarily or involuntarily dispose of (hereinafter "Transfer"), any or all of
his, her or its Securities, now owned or hereafter acquired, unless such
Stockholder (in such capacity, the "Offeror") shall first offer to Transfer any
or all of his, her or its Securities to all the Preferred Stock Purchasers (in
such capacity, such Preferred Stock Purchasers are referred to as the
"Offerees"), in their respective proportionate shares (as defined below). In
the event any Offeror proposes to Transfer Securities, he, she or it shall give
the Offerees written notice of his, her or its intention, describing the type of
Securities, the price and the general terms upon which the Offeror proposes to
Transfer the same. Each Offeree shall have thirty (30) days from the date such
notice is given to agree to have Transferred to him, her or it any or all of
such Securities up to such Offeree's proportionate share, for the price and upon
the general terms specified in the notice by
-3-
giving written notice to the Offeror and stating the quantity of Securities such
Offeree desires to have Transferred to him, her or it. As used in this Section
2.1(a), and except as otherwise provided, the term "proportionate share" shall
mean, with respect to each Offeree who is entitled to receive the particular
offer, the total number of Securities proposed to be Transferred, multiplied by
a fraction, the numerator of which shall be the sum of (i) the total number of
shares of Common Stock owned by such Offeree and (ii) the total number of shares
of Common Stock into which the shares of Preferred Stock and other convertible
securities of the Company held by such Offeree are then convertible, and the
denominator of which shall be the sum of (i) the total number of shares of
Common Stock owned by all Offerees and (ii) the total number of shares of Common
Stock into which the shares of Preferred Stock and other convertible securities
of the Company held by all Offerees are then convertible;
(b) Each Offeree shall have a right of over-allotment such that if
any Offeree fails to exercise such Offeree's right hereunder to have Transferred
to him, her or it such Offeree's full proportionate share of the Securities
proposed to be Transferred (in such capacity, an "Incomplete Purchaser" and
collectively, the "Incomplete Purchasers"), the Offerees exercising their right
to have Transferred to them their full respective proportionate share of such
Securities (in such capacity, collectively, the "Complete Purchasers" and
individually, a "Complete Purchaser") may have Transferred to them the portion
of such Securities which has not been Transferred to the Incomplete Purchasers
as hereinafter provided. Each Complete Purchaser shall have fifteen (15) days
from the date notice is given by the Offeror to the Complete Purchasers that the
Incomplete Purchaser(s) have rejected or failed to accept their right to have
Transferred to them their proportionate share of Securities, to agree to have
Transferred to such Complete Purchaser up to such Complete Purchaser's
proportionate share of such Securities not Transferred to the Incomplete
Purchaser(s). Notwithstanding anything in Section 2.1(a) to the contrary, as
used in this Section 2.1(b) with respect to the Complete Purchasers only, each
Complete Purchaser's "proportionate share" shall be calculated by excluding from
the denominator of the fraction the total number of shares of Common Stock of
all Incomplete Purchasers and the total number of shares of Common Stock into
which the shares of all such Incomplete Purchasers' Preferred Stock and other
convertible securities of the Company are convertible;
(c) In the event the Offerees fail to exercise their rights pursuant
to paragraphs (a) and (b) above within said forty-five (45) day period for the
full amount of Securities proposed to be Transferred, the Offeror shall have
sixty (60) days thereafter to Transfer the Securities with respect to which the
Offerees' options were not exercised, at a price and upon general terms no more
favorable to the transferees thereof than specified in the Offeror's notice to
the Offerees. In the event the Offeror has not Transferred the Securities
within said 60-day period, he, she or it shall not thereafter Transfer any
Securities without first offering such Securities to the Offerees in the manner
provided above;
-4-
(d) Notwithstanding anything to the contrary contained herein, the
procedures specified in this Section 2.1 shall not be applicable to a Transfer
by (i) a Stockholder to a Permitted Transferee (as defined below) of such
Stockholder, if such Permitted Transferee agrees in writing with the parties
hereto to be bound by and comply with all provisions of this Agreement
applicable to the individual or entity Transferring the Securities immediately
prior to such Transfer, (ii) a Preferred Stock Purchaser to any or all of the
partners (general and/or limited) of such Preferred Stock Purchaser in which
event such Securities or Preferred Securities shall no longer be subject to
this Agreement as provided in Section 3 below, or (iii) to the Company pursuant
to any repurchase agreement, right of first refusal or other right on the part
of the Company to acquire Securities (provided that this sub-section (iii) shall
not be deemed to authorize the Company to repurchase any Securities if otherwise
prohibited). For purposes of this Section 2.1(d), a "Permitted Transferee"
shall mean (i) in the case of a Stockholder that is an individual, the spouse or
immediate family member of such individual, a trust for the benefit of such
individual, spouse or immediate family member or any partnership, corporation
or other entity wholly-owned by such individual, and (ii) in the case of a
Stockholder that is a partnership, any of its partners (general and/or limited),
employees or affiliates and any partnership, corporation or other entity
controlled by or under common control with such partnership or the partners
thereof;
(e) If any Transfer or attempted Transfer of the Securities is made
contrary to the provisions of this Section 2.1, each Preferred Stock Purchaser
shall have the right, in addition to any other legal or equitable remedies which
it may have, to enforce its rights hereunder by an action for specific
performance; the parties hereto recognize the rights set forth herein as unique,
the violation of which cannot be remedied by an award of monetary damages.
So long as the 1995 Stockholders' Agreement remains in effect, (i) if
an Existing Preferred Stock Purchaser receives a notice under the 1995
Stockholders' Agreement as an "Offeree" (as defined in the 1995 Stockholders'
Agreement) by a holder of Common Stock who is not a party to this Agreement
(each such notice herein referred to as a "1995 Transfer Notice"), such Existing
Preferred Stock Purchaser shall, as soon as possible, provide such 1995 Transfer
Notice to each Series C Purchaser (which notice shall be provided to each Series
C Purchaser by telecopy or telephone), and shall provide each Series C Purchaser
with the date such 1995 Transfer Notice was given (as calculated in accordance
with the provisions of the 1995 Stockholders' Agreement), (ii) each Series C
Purchaser, shall, not later than eight (8) days after such 1995 Transfer Notice
was given, inform each Existing Preferred Stock Purchaser whether such Series C
Purchaser desires to purchase any or all of such Series C Purchasers'
"proportionate share" (calculated in accordance with the provisions of this
Agreement) of the shares offered pursuant to such 1995 Transfer Notice, (iii)
the Existing Preferred Stock Purchasers shall then give notice to the "Offeror"
with respect to such 1995 Transfer Notice of the total number of shares offered
pursuant to such Offeror's 1995 Transfer Notice that the Existing Preferred
Stock Purchasers desire to purchase (which shall include the number of shares
thereof the Series C Purchasers
-5-
desire to purchase). Following the purchase of such shares from such Offeror by
the Existing Preferred Stock Purchasers pursuant to the 1995 Stockholders'
Agreement, the Existing Preferred Stock Purchasers shall transfer to the Series
C Purchasers the number of such shares the Series C Purchasers requested to be
purchased, against the payment by the Series C Purchasers to the Existing
Preferred Stock Purchasers of the amount the Existing Preferred Stock Purchasers
paid to such Offeror in respect of the shares the Series C Purchasers requested
to be purchased. The Existing Preferred Stock Purchasers shall determine among
themselves which Existing Preferred Stock Purchasers shall purchase shares on
behalf of the Series C Purchasers. A procedure similar to the procedures set
forth above shall be followed if less than all of the shares proposed to be
transferred pursuant to a 1995 Transfer Notice are purchased by the Existing
Preferred Stock Purchasers, and the Offeror with respect to such shares gives a
notice to such of the Existing Preferred Stock Purchasers as are "Complete
Purchases" (as defined in the 1995 Stockholders' Agreement) with respect to such
proposed Transfer.
TERMINATION. Except as otherwise provided herein, this Agreement and
the provisions hereof shall terminate on the earlier of (i) the closing of a
Qualified Public Offering (as defined below), or (ii) the liquidation,
dissolution or indefinite cessation of the business operations of the Company,
or (iii) the effective date of the 1996 Stockholders' Agreement, which shall be
the earliest date that all parties to the 1995 Stockholders' Agreement have
executed the 1996 Stockholders' Agreement. In addition, notwithstanding
anything to the contrary contained herein, any Securities Transferred or
proposed to be Transferred by a Preferred Stock Purchaser to any or all of the
partners (general and/or limited) of such Preferred Stock Purchaser shall no
longer be subject to the terms and conditions of this Agreement. For purposes
of this Agreement, a "Qualified Public Offering" shall mean a firm commitment
underwritten registered public offering of the Common Stock of the Company
registered under the Securities Act of 1933, as amended (the "Securities Act")
in which (i) the per share public offering price is not less than $7.00, and
(ii) the net proceeds to the Company are at least $10,000,000. The parties
acknowledge that there is no assurance that the 1996 Stockholders' Agreement
will become effective, and in such event, the parties to the 1995 Stockholders'
Agreement that are also party to this Agreement will be party to, and bound by,
both this Agreement and the 1995 Stockholders' Agreement.
LEGEND. Each certificate representing any capital stock of the
Company held by a Stockholder, shall be stamped or otherwise imprinted with a
legend in substantially the following form (in addition to any legend required
under applicable state securities laws or by any agreement pursuant to which
such certificate was issued by the Company):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND CERTAIN OBLIGATIONS WITH RESPECT TO THE
ELECTION OF DIRECTORS OF THE COMPANY AS SPECIFIED IN THE PREFERRED
STOCKHOLDERS' AGREEMENT, DATED AS OF MAY
-6-
17, 1996, AMONG SCRIPTGEN PHARMACEUTICALS, INC. AND THE INDIVIDUALS
AND ENTITIES NAMED THEREIN.
6. SEPARABILITY. The invalidity or unenforceability of any
provisions of this Agreement shall not be deemed to affect the validity or
enforceability of any other provision of this Agreement.
7. ADDITIONAL PARTIES.
(a) Any person or entity that, pursuant to the terms of the Series C
Purchase Agreement, purchases shares of the Company's Series C Preferred Stock,
$.01 par value per share (the "Series C Preferred Stock"), at a "Subsequent
Closing" (as that term is defined in the Series C Purchase Agreement) shall be
required, as a condition to such purchase, to become a party to this Agreement
by executing this Agreement or a counterpart, whereby such person or entity
agrees to be bound as a "Subsequent Series C Purchaser" by all of the terms of
this Agreement, as this Agreement may be amended from time to time in accordance
with its terms, and thereafter such person or entity shall have all the rights
of a Subsequent Series C Purchaser.
(b) Any Permitted Transferee and any person or entity (other then the
Subsequent Series C Purchasers) after the date hereof that becomes the owner or
holder of (i) any capital stock of the Company or (ii) any other security of
the Company exercisable for, or convertible into, capital stock of the Company,
shall be required, as a condition to such ownership or holding, to become a
party to this Agreement by executing this Agreement or a counterpart, whereby
such Permitted Transferee, person, or entity agrees to be bound as a Subsequent
Stockholder by all of the terms of this Agreement, as this Agreement may be
amended from time to time in accordance with its terms, and thereafter such
Permitted Transferee, person or entity shall have all the rights and obligations
of a Subsequent Stockholder hereunder. The foregoing provisions of this Section
6 shall not apply to any securities transferred by a Preferred Stock Purchaser
in accordance with the second sentence of Section 3 above.
8. MISCELLANEOUS. All the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective
transferees, successors and assigns of the parties hereto, whether so expressed
or not. This Agreement is deemed to have been consummated in The Commonwealth
of Massachusetts and is to be governed by and interpreted under the laws of
Massachusetts, without giving effect to the principles of conflicts of laws
thereof.
Each party hereto agrees that this Agreement (including reference to
the 1995 Stockholders' Agreement, where appropriate) constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof.
This Agreement may be amended or modified, and compliance with any provision or
condition of this Agreement may be omitted or waived (either generally or in a
particular instance and either retroactively or prospectively) upon the written
consent of (i) a 85% interest of the Preferred Stock Purchasers, and (ii) a 50%
interest of the Subsequent Stockholders
-7-
collectively (each interest to be calculated on a fully diluted basis, assuming
conversion or exercise of the Company's outstanding securities held by the
Stockholders that are convertible into, or exercisable for, Common Stock);
provided that Sections 1.1 and 7 of this Agreement may not be amended or
modified without the written consent of each of the Preferred Stock Purchasers.
No consent shall be required from any Stockholder which no longer holds any
Common Stock or any securities of the Company convertible into or exercisable
for Common Stock. No waiver of any provision of this Agreement shall be valid
unless it is expressed in a written instrument duly executed by the party or
parties making such waiver. The failure of any party to insist, in any one or
more instances, on performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment of any rights
granted hereunder or of the future performance of any such term, covenant or
condition but the obligation of any party with respect thereto shall continue in
full force and effect.
The parties hereby declare that it is impossible to measure in money
the damages which will accrue to a party hereto by reason of a failure to
perform any of the obligations under this Agreement. Therefore, all parties
hereto shall have the right to specific performance of the obligations of the
other parties under this Agreement, and if any party hereto shall institute any
action or proceeding to enforce the provisions hereof, any person (including the
Company) against whom such action or proceeding is brought hereby waives the
claim or defense therein that such party has an adequate remedy at law, and such
person shall not urge in any such action or proceeding the claim or defense that
such remedy at law exists.
Each Stockholder shall execute and deliver such other agreements and
instruments as from time to time are necessary to effect the intent and purpose
of this Agreement. The Stockholders agree to take all steps to cause the
By-Laws of the Company to be amended to effect the intent and purpose of this
Agreement.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed given when deposited in the United
States mails, registered or certified, postage prepaid and return receipt
requested, or when delivered personally or by overnight courier (or, in the case
of notices between Existing Preferred Stock Purchasers and Series C Purchasers
pursuant to Section 2.2, when delivered via telecopy to a number provided by
each Preferred Stock Purchaser), addressed (i) to the Company, at the address
set forth at the beginning of this Agreement, (ii) to the Stockholder to whom
such notice, request, consent or other communication is directed at such
Stockholder's address, on file with the Company (which addresses the Company
shall provide to any Stockholder upon request).
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
-8-
The headings of the sections of this Agreement have been inserted for
the convenience of reference only and shall in no way restrict or modify any of
the terms or provisions hereof.
In the event of any conflict between the provisions of this Agreement
and the 1995 Stockholders' Agreement (so long as the 1995 Stockholder's
Agreement is in effect), the 1995 Stockholders' Agreement shall prevail.
[Rest of Page Intentionally Left Blank]
-9-
IN WITNESS WHEREOF, the undersigned have set their hands as of the above
date.
SCRIPTGEN PHARMACEUTICALS, INC., a
Delaware corporation
By: /s/
------------------------------------------
Xxxxxxx X. Xxxxxxxxxx, Vice President
CW VENTURES II, L.P.
By: CW Partners III, L.P.,
its General Partner
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partner
ACCEL IV L.P.
By: Accel IV Associates, L.P.,
its General Partner
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partner
ACCEL INVESTORS '93 L.P.
By: /s/
------------------------------------------
Title:
---------------------------------------
General Partner
-00-
XXXXX XXXXX L.P.
By: Accel Japan Associates, L.P.,
its General Partner
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partner
ACCEL KEIRETSU L.P.
By: Accel Partners & Co., Inc.,
its General Partner
By: /s/
------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
XXXXXXX X. XXXXXXXXX PARTNERS
By: /s/
------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
PROSPER PARTNERS
By: /s/
------------------------------------------
Print Name:
----------------------------------
Attorney-in-Fact
ATLAS VENTURE FUND II, L.P.
By: Atlas Venture Associates II, L.P.,
its General Partner
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partners
NEW ENTERPRISE ASSOCIATES 5
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partner
-11-
VENROCK ASSOCIATES
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partners
VENROCK ASSOCIATES II, L.P.
By: /s/
------------------------------------------
Print Name:
----------------------------------
General Partners
ROVENT II LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
its General Partner
By: Advent International Corporation,
its General Partner
By: /s/
------------------------------------------
Xxxxx X. Fisherman,
Senior Investment Manager
GOLDEN GATE DEVELOPMENT AND
INVESTMENT LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
its General Partner
By: Advent International Corporation,
its General Partner
By: /s/
------------------------------------------
Xxxxx X. Fisherman,
Senior Investment Manager
ADVENT INTERNATIONAL INVESTORS
II LIMITED PARTNERSHIP
By: Advent International Corporation,
its General Partner
-12-
By: /s/
------------------------------------------
Xxxxx X. Fisherman,
Senior Investment Manager
ADVENT PERFORMANCE MATERIALS LIMITED
PARTNERSHIP
By: Advent International Limited Partnership,
its General Partner
By: Advent International Corporation,
its General Partner
By: /s/
------------------------------------------
Xxxxx X. Fisherman,
Senior Investment Manager
SCRIPT PARTNERS LIMITED PARTNERSHIP
By: /s/
------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
LOMBARD, ODIER & CIE.
By: /s/
------------------------------------------
Print Name:
----------------------------------
Title:
---------------------------------------
---------------------------------------------
Xxxxxxx Xxxx
---------------------------------------------
Xxxxxx X. Xxxxxxx
/s/
---------------------------------------------
Xxxxx Xxxxxxxx
-13-
SCHEDULE I
LIST OF SERIES A PURCHASERS
NAME
CW Ventures II, L.P. and Xxxxx Xxxxxxxx
Atlas Venture Fund II, L.P.
Accel IV L.P.
Accel Japan L.P.
Accel Keiretsu L.P.
Accel Investors '93 X.X.
Xxxxxxx X. Xxxxxxxxx Partners
Prosper Partners
New Enterprises Associates 5
Venrock Associates
Xxxxxx X. Xxxxxxx
-14-
SCHEDULE II
LIST OF SERIES B PURCHASERS
Each of the person listed in Schedule I and:
Rovent II Limited Partnership
Golden Gate Development and Investment Limited Partnership
Advent International Investors II Limited Partnership
Script Partners Limited Partnership
-15-
SCHEDULE III
LIST OF SERIES C PURCHASERS
Each of the person listed in Schedule II (other than Script Partners Limited
Partnership) and:
Lombard, Odier & Cie.
Xxxxxxx Xxxx
Advent Performance Materials Limited Partnership
-16-
The undersigned hereby agrees to be bound as a "Subsequent Stockholder" by
all of the terms and conditions of the Preferred Stockholders' Agreement dated
as of May 17, 1996 among SCRIPTGEN Pharmaceuticals, Inc. and the other parties
named therein, as such agreement may have been amended or modified from time to
time in accordance with its terms.
SUBSEQUENT STOCKHOLDER
Name:
By
----------------------------------
Print Name:
Title:
The undersigned hereby agrees to be bound as a "Series C Purchaser" by all
of the terms and conditions of the Preferred Stockholders' Agreement dated as of
May 17, 1996 among SCRIPTGEN Pharmaceuticals, Inc. and the other parties named
therein, as such agreement may have been amended or modified from time to time
in accordance with its terms.
SUBSEQUENT SERIES C PURCHASER
Name:
By
----------------------------------
Print Name:
Title:
-17-
