X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001601364 Advent Life Sciences LLP 158 NORTH GOWER STREET LONDON X0 NW1 2nd UNITED KINGDOM 0 0 1 0 0001614918 Advent Life Sciences Fund II LP 158 NORTH GOWER STREET LONDON X0 NW1 2nd UNITED KINGDOM 0 0 1 0 Series B-2 Preferred Stock Common Stock 43822 I By Advent Life Sciences LLP Series B-2 Preferred Stock Common Stock 1231178 I By Advent Life Sciences Fund II LP Series C Preferred Stock Common Stock 14412 I By Advent Life Sciences LLP Series C Preferred Stock Common Stock 404937 I By Advent Life Sciences Fund II LP 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. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. Securities are held by Advent Life Sciences LLP. Securities are held by Advent Life Sciences Fund II LP. Advent Life Sciences LLP is the general partner of Advent Life Sciences Fund II LP. Each share of Series C 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 C preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series C preferred stock has no expiration date. /s/ Shahzad Malik, General Partner, Advent Life Sciences LLP 2018-10-30 /s/ Shahzad Malik, General Partner of Advent Life Sciences LLP, acting in its capacity as Manager of Advent Life Sciences Fund II LP 2018-10-30