Abingworth LLP - 21 Dec 2018 Form 4 Insider Report for SOLENO THERAPEUTICS INC (SLNO)

Footnote F1

Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth Bioventures VII, LP ("ABV VII"). Abingworth General Partner VII LLP serves as the general partner of Abingworth GP. ABV VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to the Reporting Person all investment and dispositive power over the securities held by ABV VII.

Footnote F2

The securities of Soleno Therapeutics, Inc. (the "Issuer") are held by ABV VII. The Reporting Person holds the reported securities indirectly through ABV VII. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person, ABV VII, Dr. Andrew Sinclair or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F3

Each share of common stock was purchased together with one (1) warrant to purchase one (1) share of common stock for an aggregate price of $0.25.

Footnote F4

The option was granted to Dr. Sinclair, a director of the Issuer and a member of the investment committee of ABV VII (the "Investment Committee") which approves investment and voting decisions by majority vote. No individual member of the Investment Committee has the sole control or voting power over the securities held by ABV VII. Under an agreement between Dr. Sinclair and the Reporting Person, Dr. Sinclair is deemed to hold the option and any shares of common stock issuable upon exercise of the option, for the benefit of ABV VII, and must exercise the option solely upon the direction of the Reporting Person.

Footnote F5

ABV VII may be deemed the indirect beneficial owner of the option, and Dr. Sinclair may be deemed the indirect beneficial owner of the option through his indirect interest in ABV VII. Each of ABV VII, Abingworth GP, Abingworth General Partner VII LLP, Dr. Sinclair, the Reporting Person and each member of the Investment Committee disclaims beneficial ownership of the option except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F6

The option vests in forty-eight (48) monthly installments commencing on December 21, 2018.

Footnote F7

The option fully vested on May 17, 2020.

Footnote F8

The option fully vested on May 18, 2021.

Footnote F9

The option fully vested on January 8, 2021.

Footnote F10

The option vests on the earlier of the twelve (12) month anniversary of June 1, 2021 or the day before the Issuer's next annual stockholder meeting, subject to Dr. Sinclair continuing to be a Service Provider through the vesting date.