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Polaris Venture Partners IV LP, et al. – ‘SC 13D/A’ on 5/13/14 re: Acceleron Pharma Inc – EX-2

On:  Tuesday, 5/13/14, at 5:28pm ET   ·   Accession #:  1193125-14-197318   ·   File #:  5-87630

Previous ‘SC 13D’:  ‘SC 13D’ on 4/21/14   ·   Next:  ‘SC 13D/A’ on 2/17/15   ·   Latest:  ‘SC 13D/A’ on 2/14/19

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/13/14  Polaris Venture Partners IV LP    SC 13D/A               3:138K Acceleron Pharma Inc              RR Donnelley/FA
          Alan G. Spoon
          Jonathan A. Flint
          Polaris Venture Management Co. IV, L.L.C.
          Polaris Venture Partners Entrepreneurs’ Fund IV, L.P.
          Terrance G. McGuire

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     64K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                              HTML     11K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML     19K 
                          Liquidation or Succession                              


EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-2  

Exhibit 2

POLARIS VENTURE MANAGEMENT CO. L.L.C.

POLARIS VENTURE MANAGEMENT CO. II, L.L.C.

POLARIS VENTURE MANAGEMENT CO. III, L.L.C.

POLARIS VENTURE MANAGEMENT CO. IV, L.L.C.

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

POLARIS VENTURE MANAGEMENT CO. VI, L.L.C.

NORTH STAR VENTURE MANAGEMENT, INC.

NORTH STAR VENTURE MANAGEMENT 2000, L.L.C.

NORTH STAR VENTURE MANAGEMENT 2010, L.L.C.

NORTH STAR VENTURE MANAGEMENT AVIATION, L.L.C.

POWER OF ATTORNEY

Each of the undersigned, including (i) Polaris Venture Management Co. VI, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners VI, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund VI, L.P., a Delaware limited partnership, (ii) Polaris Venture Management Co. V, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners V, L.P., a Delaware limited partnership, Polaris Venture Partners Entrepreneur’s Fund V, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund V, L.P., a Delaware limited partnership, (iii) Polaris Venture Management IV, L.L.C., a Delaware limited liability company, in the normal course of its business and its capacity as the general partner of Polaris Venture Partners IV, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund IV, L.P., a Delaware limited partnership, (iv) Polaris Venture Management Co. III, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners III, L.P., a Delaware limited partnership, Polaris Venture Partners Entrepreneurs’ Fund III, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund III, L.P., a Delaware limited partnership, (v) Polaris Venture Management Co. II, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners II, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund II, L.P., a Delaware limited partnership, (vi) Polaris Venture Management Co., L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners, L.P., a Delaware limited partnership and Polaris Venture Partners Founders’ Fund, L.P., a Delaware limited partnership, (vii) North Star Venture Management 2000, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the sole member of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, (viii) North Star Venture Management 2010, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the sole member of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, (ix) North Star Venture Management, Inc., a Delaware close corporation, in the normal course of its business, and (x) Jonathan A. Flint and Terrance C. McGuire in their capacity as managers of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, hereby constitutes and approves John Gannon as its true and lawful attorney-in-fact to:


(1) Execute for and on behalf of the undersigned any and all documents, agreements, filings, reports, consents, waivers or proxies, or amendments or modifications to any of the foregoing requested by the undersigned in connection with the conduct of the undersigned’s business;

 

(2) Do and perform any and all acts for an on behalf of the undersigned which may be necessary or desirable to complete and execute any and all such documents, agreements, filings, reports, consents, waivers, proxies or amendments or modifications thereto;

 

(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the right and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities under the laws of the United States or any state. This Power of Attorney shall remain in full force and effect from the date hereof until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[SIGNATURE PAGES FOLLOW]

 

2


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 15, 2011.

 

By:   /s/ David Barrett

David Barrett, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.

 

By:   /s/ Michael Hirshland

Michael Hirshland, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.

 

By:   /s/ Amir Nashat

Amir Nashat, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.

 

By:   /s/ Bryce Youngren

Bryce Youngren, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C.


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 15, 2011.

 

POLARIS VENTURE MANAGEMENT CO., L.L.C.

POLARIS VENTURE MANAGEMENT CO. II, L.L.C.

POLARIS VENTURE MANAGEMENT CO. III, L.L.C.

POLARIS VENTURE MANAGEMENT CO. IV, L.L.C.

POLARIS VENTURE MANAGEMENT CO. V, L.L.C.

POLARIS VENTURE MANAGEMENT CO. VI, L.L.C.

NORTH STAR VENTURE MANAGEMENT, INC. NORTH STAR VENTURE MANAGEMENT 2000, L.L.C.

NORTH STAR VENTURE MANAGEMENT 2010, L.L.C.

NORTH STAR VENTURE MANAGEMENT AVIATION, L.L.C.

By:  

/s/ Jonathan A. Flint

Jonathan A. Flint, in his capacity as a Managing Member of Polaris Venture Management Co. L.L.C., Polaris Venture Management Co. II, L.L.C., Polaris Venture Management Co., III, L.L.C., Polaris Venture Management Co., IV, L.L.C., Polaris Venture Management Co. V, L.L.C.; and Polaris Venture Management Co. VI, L.L.C.; a shareholder, officer and director of North Star Venture Management, Inc.; a member of North Star Venture Management 2000, L.L.C.; a member of North Star Venture Management 2010, L.L.C.; and as a manager of North Star Venture Management Aviation, L.L.C.

By:  

/s/ Terrance G. McGuire

Terrance G. McGuire, in His capacity as a Managing Member of Polaris Venture Management Co. L.L.C., Polaris Venture Management Co. II, L.L.C., Polaris Venture Management Co., III, L.L.C., Polaris Venture Management Co., IV, L.L.C., Polaris Venture Management Co. V, L.L.C.; and Polaris Venture Management Co. VI, L.L.C.; a shareholder, officer and director of North Star Venture Management, Inc.; a member of North Star Venture Management 2000, L.L.C.; a member of North Star Venture Management 2010, L.L.C.; and as a manager of North Star Venture Management Aviation, L.L.C.


Dates Referenced Herein

This ‘SC 13D/A’ Filing    Date    Other Filings
Filed on:5/13/14None on these Dates
6/15/11
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Filing Submission 0001193125-14-197318   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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