X0306 4 2014-09-22 1 0001404281 Tokai Pharmaceuticals Inc TKAI 0001315797 Satter Muneer A C/O TOKAI PHARMACEUTICALS, INC. ONE BROADWAY, 14TH FLOOR CAMBRIDGE MA 01242 0 0 1 0 Common Stock 2014-09-22 4 C 0 1621688 A 1621688 I See footnote. Common Stock 2014-09-22 4 P 0 150000 15.00 A 1771688 I See footnote. Series D-1 Preferred Stock 2014-09-22 4 C 0 4577315 0.00 D Common Stock 437180 0 I See footnote. Series D-2 Preferred Stock 2014-09-22 4 C 0 457728 0.00 D Common Stock 43716 0 I See footnote. Series D-3 Preferred Stock 2014-09-22 4 C 0 3931085 0.00 D Common Stock 375464 0 I See footnote. Series E Preferred Stock 2014-09-22 4 C 0 8013003 0.00 D Common Stock 765328 0 I See footnote. The Series D-1, Series D-2, Series D-3 and Series E Preferred Stock converted into Common Stock on a 10.47-for-one-basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series D-1, Series D-2, Series D-3 and Series E Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date. Includes (a) 745,969 shares of Common Stock that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 875,719 shares of Common Stock that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote, except to the extent of his pecuniary interest therein. Various trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager acquired 150,000 shares of Common Stock in the Issuer's initial public offering. In his capacity as trustee, investment advisor or manager, the Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein. Includes (a) 2,496,718 shares of Series D-1 Preferred Stock that were held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 2,080,597 shares of Series D-1 Preferred Stock that were held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote, except to the extent of his pecuniary interest therein. Includes (a) 249,671 shares of Series D-2 Preferred Stock that were held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 208,057 shares of Series D-2 Preferred Stock that were held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote, except to the extent of his pecuniary interest therein. Includes (a) 2,144,236 shares of Series D-3 Preferred Stock that were held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 1,786,849 shares of Series D-3 Preferred Stock that were held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote, except to the extent of his pecuniary interest therein. Includes (a) 2,919,671 shares of Series E Preferred Stock that were held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 5,093,332 shares of Series E Preferred Stock that were held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote, except to the extent of his pecuniary interest therein. /s/ Jon-Micheal A. Wheat, by Power of Attorney 2014-09-24