* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The warrants will be automatically exercised immediately prior to the consummation of the Issuer's initial public offering on a 1-for-1 basis, provided that Omega purchases a specified minimum amount of common stock in such offering. |
(2) |
The reporting person is Omega Fund IV L.P. ("Omega Fund IV"). Omega Fund IV GP, L.P. ("Omega GP") is the general partner of Omega, and Omega Fund IV GP Manager, Ltd. ("Omega Manager") is the general partner of Omega GP. Ms. Aguiar-Lucander is a director of Omega Manager and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Omega Fund IV. Ms. Aguiar-Lucander disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, and this report shall not be deemed an admission that Ms. Aguiar-Lucander is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(3) |
The senior convertible debt (the "Senior Debt") is convertible (i) automatically immediately prior to the consummation of the Issuer's initial public offering, into common stock at 50% of the per share price in such offering, (ii) in the event of the sale of all or substantially all of the Issuer's assets or the sale of more than 50% of the total voting rights of the Issuer, into the number of shares of common stock obtained by dividing the number of fully diluted shares of the Issuer by the difference between 1 and the quotient of the aggregate amount of principal and interest on the loan divided by 50% of the sale consideration, and then subtracting the number of fully diluted shares of the Issuer from the result, and (footnote continued below) |
(4) |
(continued from footnote 3 above) (iii) in the event of a financing which is not a qualified initial public offering but in which the Issuer receives at least $5,000,000 in proceeds, into a new class of stock to be created by the Issuer at a price to be agreed upon by the holders of the Senior Debt. The principal amount of the Senior Debt held by Omega is $1,000,000. |