X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001756216 Jiang Guangqiang 26 TECHNOLOGY DRIVE IRVINE CA 92618 0 1 0 0 Chief Technology Officer Common Stock 199270 D Series B-1 Preferred Stock Common Stock 2626 D Stock Option (Right to Buy) 1.42 2027-08-25 Common Stock 24404 D Stock Option (Right to Buy) 1.63 2028-03-30 Common Stock 25200 D Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. 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. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on July 21, 2017 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 21, 2017, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on March 30, 2018 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of March 30, 2018, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for Guangqiang Jiang, Ph.D. 2018-10-30