Addex Therapeutics Ltd. - Major Shareholding Notification 2021

SC 13D 1 geoiv-addex_18458.htm GROWTH EQUITY OPPORTUNITIES FUND IV (ADDEX THERAPEUTICS) - SCHEDULE 13D Schedule 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

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Under the Securities Exchange Act of 1934

(Amendment No. __)*

Addex Therapeutics Ltd.

(Name of Issuer)

Shares, nominal value CHF 1.00 per share

(represented by American Depositary Shares)

(Title of Class of Securities)

00654J107

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 11, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 00654J107 13D Page 2 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Growth Equity Opportunities Fund IV, LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) WC | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware Limited Liability Company | |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0
Shares |
| --- | --- |
| 8 | SHARED
VOTING POWER 7,704,600
shares |
| 9 | SOLE
DISPOSITIVE POWER 0
Shares |
| 10 | SHARED
DISPOSITIVE POWER 7,704,600
shares |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,704,600
shares | |
| --- | --- | --- |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.5% | |
| 14 | TYPE
OF REPORTING PERSON (see instructions) OO | |

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CUSIP No. 00654J107 13D Page 3 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) New
Enterprise Associates 15, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware Limited Partnership | |

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CUSIP No. 00654J107 13D Page 4 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NEA Partners 15, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware Limited Partnership | |

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CUSIP No. 00654J107 13D Page 5 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NEA 15 GP, LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware Limited Liability Company | |

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CUSIP No. 00654J107 13D Page 6 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Forest Baskett | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States citizen | |

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CUSIP No. 00654J107 13D Page 7 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Anthony A. Florence, Jr. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States citizen | |

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CUSIP No. 00654J107 13D Page 8 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mohamad H. Makhzoumi | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States citizen | |

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CUSIP No. 00654J107 13D Page 9 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joshua Makower | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States citizen | |

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CUSIP No. 00654J107 13D Page 10 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott D. Sandell | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States citizen | |

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CUSIP No. 00654J107 13D Page 11 of 20 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter
W. Sonsini | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States citizen | |

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CUSIP No. 00654J107 13D Page 12 of 20 Pages

Item 1. Security and Issuer .

This statement relates to the shares, nominal value CHF 1.00 per share (the “Shares”), including Shares represented by American Depositary Shares (the “ADSs”), with each ADS representing six Shares, of Addex Therapeutics Ltd. (the “Issuer”) having its principal executive office at Chemin des Mines 9, CH-1202 Geneva, Switzerland.

Item 2. Identity and Background .

This statement is being filed by:

(a) Growth Equity Opportunities Fund IV, LLC (“GEO”);

(b) New Enterprise Associates 15, L.P. (“NEA 15”), which is the sole member of GEO, NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general partner of NEA 15; and NEA 15 GP, LLC (“NEA 15 LLC” and, together with NEA Partners 15, the “Control Entities”), which is the sole general partner of NEA Partners 15; and

(c) Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”), Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Managers”). The Managers are the managers of NEA 15 LLC.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Makhzoumi, Makower, and Sonsini is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.

The principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

GEO and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration .

On January 11, 2021, the Issuer completed the closing of an underwritten offering (the “Offering”) of 6,000,000 Shares (in the form of 1,000,000 ADS). The closing of the Offering took place on January 11, 2021 (the “Closing”), and at such Closing GEO purchased an aggregate of 180,000 ADSs representing 1,080,000 Shares at a purchase of $10.00 per ADS. In addition, prior to the Closing, GEO purchased 4,568,690 Shares and a certain warrant to purchase, subject to certain limitations, up to an aggregate of 2,055,910 Shares, exercisable upon 60 days of the Closing, at a purchase price of $15,218,075.92. GEO now holds 5,648,690 Shares (the “GEO Shares”) and a warrant to purchase 2,055,910 Shares (the “Warrant Shares” and, together with the GEO Shares, the “GEO Shares”).

The working capital of GEO was the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the GEO Shares.

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CUSIP No. 00654J107 13D Page 13 of 20 Pages

Item 4. Purpose of Transaction .

GEO acquired the GEO Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer .

GEO is the record owner of the GEO Shares. As the sole member of GEO, NEA 15 may be deemed to own beneficially the GEO Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the GEO Shares.

Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.

The percentage of outstanding Shares of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 35,902,188 shares, which includes (i) 33,846,278 shares of Shares reported to be outstanding on the Issuer’s prospectus supplement filed under Rule 424(b)(4), filed with the SEC on January 8, 2021 and (ii) the Warrant Shares.

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CUSIP No. 00654J107 13D Page 14 of 20 Pages

(b) Regarding the number of shares as to which such person has:

(i) sole power to vote or to direct the vote: See line 7 of cover sheets

(ii) shared power to vote or to direct the vote: See line 8 of cover sheets

(iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c) Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Shares during the last 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer .

Not applicable.

Item 7. Material to be Filed as Exhibits .

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

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CUSIP No. 00654J107 13D Page 15 of 20 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 21 st day of January, 2021

GROWTH EQUITY OPPORTUNITIES FUND IV, LLC

By: NEW ENTERPRISE ASSOCIATES 15, L.P. Sole Member

By: NEA PARTNERS 15, L.P.

General Partner

By: NEA 15 GP, LLC General Partner

By: *

Louis S. Citron

Chief Legal Officer

NEW ENTERPRISE ASSOCIATES 15, L.P.

By: NEA PARTNERS 15, L.P. General Partner

By: NEA 15 GP, LLC General Partner

By: *

Louis S. Citron

Chief Legal Officer

NEA PARTNERS 15, L.P.

By: NEA 15 GP, LLC General Partner

By: *

Louis S. Citron

Chief Legal Officer

NEA 15 GP, LLC

By: *

Louis S. Citron

Chief Legal Officer

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CUSIP No. 00654J107 13D Page 16 of 20 Pages

Forest Baskett

Anthony A. Florence, Jr.

Mohamad H. Makhzoumi

Joshua Makower

Scott D. Sandell

Peter W. Sonsini

*/s/ Sasha O. Keough

Sasha O. Keough

As attorney-in-fact

This Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

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CUSIP No. 00654J107 13D Page 17 of 20 Pages

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Addex Therapeutics Ltd.

EXECUTED this 21 st day of January, 2021

GROWTH EQUITY OPPORTUNITIES FUND IV, LLC

By: NEW ENTERPRISE ASSOCIATES 15, L.P. Sole Member

By: NEA PARTNERS 15, L.P.

General Partner

By: NEA 15 GP, LLC General Partner

By: *

Louis S. Citron

Chief Legal Officer

NEW ENTERPRISE ASSOCIATES 15, L.P.

By: NEA PARTNERS 15, L.P. General Partner

By: NEA 15 GP, LLC General Partner

By: *

Louis S. Citron

Chief Legal Officer

NEA PARTNERS 15, L.P.

By: NEA 15 GP, LLC General Partner

By: *

Louis S. Citron

Chief Legal Officer

NEA 15 GP, LLC

By: *

Louis S. Citron

Chief Legal Officer

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CUSIP No. 00654J107 13D Page 18 of 20 Pages

Forest Baskett

Anthony A. Florence, Jr.

Mohamad H. Makhzoumi

Joshua Makower

Scott D. Sandell

Peter W. Sonsini

*/s/ Sasha O. Keough

Sasha O. Keough

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

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CUSIP No. 00654J107 13D Page 19 of 20 Pages

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett

M. James Barrett

/s/ Peter J. Barris

Peter J. Barris

/s/ Forest Baskett

Forest Baskett

/s/ Ali Behbahani

Ali Behbahani

/s/ Colin Bryant

Colin Bryant

/s/ Carmen Chang

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher

Carol G. Gallagher

/s/ Dayna Grayson

Dayna Grayson

/s/ Patrick J. Kerins

Patrick J. Kerins

/s/ P. Justin Klein

P. Justin Klein

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CUSIP No. 00654J107 13D Page 20 of 20 Pages

/s/ Vanessa Larco

Vanessa Larco

/s/ Joshua Makower

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers

Edward T. Mathers

/s/ David M. Mott

David M. Mott

/s/ Sara M. Nayeem

Sara M. Nayeem

/s/ Jason R. Nunn

Jason R. Nunn

/s/ Gregory Papadopoulos

Gregory Papadopoulos

/s/ Chetan Puttagunta

Chetan Puttagunta

/s/ Jon Sakoda

Jon Sakoda

/s/ Scott D. Sandell

Scott D. Sandell

/s/ A. Brooke Seawell

A. Brooke Seawell

/s/ Peter W. Sonsini

Peter W. Sonsini

/s/ Melissa Taunton

Melissa Taunton

/s/ Frank M. Torti

Frank M. Torti

/s/ Ravi Viswanathan

Ravi Viswanathan

/s/ Paul E. Walker

Paul E. Walker

/s/ Rick Yang

Rick Yang

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