X0206 3 2015-07-15 0 0001290149 ProNAi Therapeutics Inc DNAI 0001565020 VIVO VENTURES VII, LLC C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 0 0 1 0 0001509160 Vivo Ventures Fund VII, L.P. C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 0 0 1 0 0001538309 Vivo Ventures VII Affiliates Fund, L.P. C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO CA 94301 0 0 1 0 Series D Preferred Stock Common Stock 2064308 I By Vivo Ventures Fund VII, L.P. Series D Preferred Stock Common Stock 44991 I By Vivo Ventures VII Affiliates Fund, L.P. Each share of the issuer's Series D Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering and has no expiration date. Vivo Ventures VII, LLC ("VV LLC") is the general partner of Vivo Ventures Fund VII, L.P. ("VVF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, each of Albert Cha, a director of the issuer, Frank Kung and Edward Engleman is a managing member of VV LLC and may be deemed to share voting and dispositive power over the securities held by VVF. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. VV LLC is the general partner of Vivo Ventures VII Affiliates Fund, L.P. ("VVAF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, each of Albert Cha, a director of the issuer, Frank Kung and Edward Engleman is a managing member of VV LLC and may be deemed to share voting and dispositive power over the securities held by VVAF. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. /s/ Albert Cha as a managing member of Vivo Ventures VII, LLC 2015-07-15 Albert Cha as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. 2015-07-15 Albert Cha as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures VII Affiliates Fund, L.P. 2015-07-15