X0206 3 2012-07-25 0 0001386858 HYPERION THERAPEUTICS INC HPTX 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 3934 I See Note 1 Series C-1 Preferred Stock Common Stock 611185 I See Note 1 Series C-2 Preferred Stock Common Stock 898808 I See Note 1 Common Stock Warrant (right to buy) 4.08 2021-04-01 Common Stock 125291 I See Note 1 Preferred Stock Warrant (right to buy) 9.62 2018-10-25 Series C-2 Convertible Preferred Stock 53787 I See Note 1 Preferred Stock Warrant (right to buy) 9.62 2019-02-07 Series C-2 Convertible Preferred Stock 53787 I See Note 1 The Reporting Person is a manager of NEA 12 GP, LLC, the sole general partner of NEA Partners 12, Limited Partnership, the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA 12 in which the Reporting Person has no pecuniary interest. The reported securities are convertible at any time, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering. The warrants are not currently exercisable. Immediately prior to the closing of the Issuer's initial public offering, the warrants will automatically net exercise by their terms, which allows the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The warrants terminate if they are not exercised prior to the closing of the Issuer's initial public offering. The warrants are not currently exercisable. Immediately prior to the closing of the Issuer's initial public offering, the warrants will automatically net exercise by their terms, which allows the holder to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. The shares of Series C-2 Convertible Preferred Stock issuable upon exercise of the warrants will convert into shares of common stock upon the closing of the Issuer's initial public offering. The warrants terminate if they are not exercised prior to the closing of the Issuer's initial public offering. /s/ Louis Citron, attorney-in-fact 2012-07-25