X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001757506 Kuang Zhong ROOM 3005 NANHU JIAHECHENG NO. 82 MINZU ROAD NANNING 530022 0 0 1 0 0001757405 Zac & Cloud Holdings LTD ROOM 3005, NO. 82 MINZU ROAD NANNING, GUANGXI F4 530022 CHINA 0 0 1 0 Series A Preferred Stock Common Stock 347491 I Zac and Cloud Holdings Ltd. Series B-1 Preferred Stock Common Stock 349862 I Zac and Cloud Holdings Ltd. Series B-2 Preferred Stock Common Stock 187500 I Zac and Cloud Holdings Ltd. Each share of Series A preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series A preferred stock will automatically convert into 2.31660 shares of the Issuer's common stock. The Series A preferred stock has no expiration date. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. The shares are held of record by Zac and Cloud Holdings Ltd. ("Cloud"). Zhong Kuang is the sole-shareholder of Cloud and has voting and dispositive power over the shares held by Cloud. Each share of Series B-1 preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series B-1 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-1 preferred stock has no expiration date. Each share of Series B-2 preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series B-2 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-2 preferred stock has no expiration date. /s/ Zhong Kuang, on behalf of Zac and Cloud Holdings Ltd. 2018-10-30 /s/ Zhong Kuang 2018-10-30