Exhibit 10.6


 


EIGHTH AMENDED AND RESTATED VOTING AGREEMENT


 


This EIGHTH
AMENDED AND RESTATED Voting Agreement (this “Agreement”) is made as of the 1st day of July, 2020
(the “Effective Date”), by and among CVRx, Inc., a Delaware corporation (the “Company”), and the
holders of Series A-2 Preferred Stock (as defined below) listed on Schedule A hereto (the “Series A Purchasers”),
the holders of Series B-2 Preferred Stock (as defined below) listed on Schedule B hereto (the “Series B Purchasers”),
the holders of Series C-2 Preferred Stock (as defined below) listed on Schedule C hereto (the “Series C Purchasers”),
the holders of Series D-2 Preferred Stock (as defined below) listed on Schedule D hereto (the “Series D Purchasers”),
the holders of Series E-2 Preferred Stock (as defined below) listed on Schedule E hereto (the “Series E Purchasers”),
the holders of Series F-2 Preferred Stock (as defined below) listed on Schedule F hereto (the “Series F Purchasers”),
the holders and purchasers of Series G Preferred Stock (as defined below) listed on Schedule G hereto (the “Series G Purchasers”),
and the holders of Common Stock (as defined below) listed on Schedule H hereto, and any other holder or purchaser of the Company’s
capital stock who executes this Agreement (any holder of voting stock who is a party to this Agreement is hereinafter referred to individually
as a “Voting Party” and collectively as the “Voting Parties”).


 


RECITALS


 


A.               
The Series A Purchasers hold shares of the Company’s Series A-2 Convertible Preferred Stock, par value $.01 per share (the
 “Series A Preferred Stock”). The Series B Purchasers hold shares of the Company’s Series B-2 Convertible Preferred
Stock, par value $.01 per share (the “Series B Preferred Stock”). The Series C Purchasers hold shares of the Company’s
Series C-2 Convertible Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”). The Series D
Purchasers hold shares of the Company’s Series D-2 Convertible Preferred Stock, par value $.01 per share (the “Series D
Preferred Stock”). The Series E Purchasers hold shares of the Company’s Series E-2 Convertible Preferred Stock,
par value $.01 per share (the “Series E Preferred Stock”). The Series F Purchasers hold shares of the Company’s
Series F-2 Convertible Preferred Stock, par value $.01 per share (the “Series F Preferred Stock”). The Series
G Purchasers hold or are purchasing shares of the Company’s Series G Convertible Preferred Stock, par value $.01 per share (the
 “Series G Preferred Stock”). The holders of Common Stock hold shares of Common Stock, par value $.01 per share (the
 “Common Stock”), certain of which shares were acquired upon conversion of prior series of the Company’s preferred
stock.


 


B.                
The Series G Purchasers acquired or wish to acquire shares of the Company’s Series G Preferred Stock (together with
the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred
Stock and the Series F Preferred Stock, the “Preferred Stock”).


 


C.                 The
Company and certain new and existing Series G Purchasers have entered into that certain Series G Preferred Stock Purchase
Agreement, dated as of the Effective Date (the “Purchase Agreement”). In addition, the Company and certain Series
G Purchasers are party to that certain Series G Preferred Stock Purchase Agreement, dated as of May 31, 2016, as amended, and as
further amended as of the Effective Date (the “Prior Purchase Agreement”).


 






     


     


    

 


D.               
The Company and the Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers, the Series E Purchasers,
the Series F Purchasers, certain of the Series G Purchasers and certain other Voting Parties entered into that certain Seventh Amended
and Restated Voting Agreement dated as of August 5, 2016 (the “Seventh Amended and Restated Voting Agreement”).


 


E.                
In connection with the Closing contemplated by the Purchase Agreement, the parties to the Seventh Amended and Restated Voting Agreement
wish to amend and restate such agreement as set forth below.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
promises herein contained, and other consideration, the receipt and adequacy of which hereby is acknowledged, the parties agree as follows:


 


1.                 
Board of Directors. From and after the date of this Agreement and until the provisions of this Section 1 cease to be
effective pursuant to the terms of this Agreement, each of the Voting Parties shall vote, or cause the vote of (through a stockholder
meeting, by written consent or otherwise), all shares of Preferred Stock, Common Stock and any other voting securities of the Company
over which such Voting Party has voting control (including any other voting securities acquired by such Voting Party after the date hereof)
(collectively, the “Voting Securities”), and will take all other necessary or desirable actions within his, her or
its control (whether in his, her or its capacity as a stockholder, director or officer of the Company or otherwise) in order to ensure
that the size of the Board of Directors (the “Board”) shall be eight (8) and to cause the election to the Board of:


 


(a)       With
respect to the election of Preferred Directors (as defined in the Twelfth Amended and Restated Certificate of Incorporation of the Company,
as may be amended from time to time (the “Certificate”)):


 


(i)       so
long as New Enterprise Associates 10, Limited Partnership or its affiliates (“New Enterprise Associates”) continue
to hold at least 2,573,927 shares of Preferred Stock (appropriately adjusted for any recapitalizations, stock combinations, stock dividends,
stock splits and the like affecting such Preferred Stock), one designee of New Enterprise Associates, who shall initially be Ali Behbahani;


 


(ii)       so
long as Johnson & Johnson Innovation – JJDC, Inc. or its affiliates (“JJDC”) continues to hold at least 3,500,000
shares of Preferred Stock (appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the
like affecting such Preferred Stock), one designee of JJDC who shall initially be V. Kadir Kadhiresan;


 






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(iii)
        so long as Coöperatieve Gilde Healthcare IV U.A. or its affiliates
(“Gilde”) continues to hold at least 8,500,000 shares of Preferred Stock (appropriately adjusted for any
recapitalizations, stock combinations, stock dividends, stock splits and the like affecting such Preferred Stock), one designee of
Gilde who shall initially be Geoff Pardo; and


 


(iv)       so
long as Strategic Health Investment Partners or its affiliates (“SHIP”) continues to hold at least 8,500,000 shares
of Preferred Stock (appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like affecting
such Preferred Stock), one designee of SHIP who shall initially be Mudit K. Jain, PhD; and


 


(v)       so
long as Vensana Capital Management, LLC or its affiliates (“Vensana”) continues to hold at least 8,500,000 shares of
Preferred Stock (appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like affecting
such Preferred Stock), one designee of Vensana who shall initially be Kirk Nielsen.


 


(b)       With
respect to the election of the Common Director (as defined in the Certificate) the Company’s then-current Chief Executive Officer
who shall initially be Nadim Yared; and


 


(c)       With
respect to the election of the remaining directors to be elected by the holders of Common Stock and Preferred Stock voting together as
a single class on an as-converted to Common Stock basis, such designees as designated by the Nominating and Governance Committee of the
Board, who shall be independent representatives with relevant industry or business experience. Such remaining directors shall initially
be John Nehra and Joseph Slattery.


 


2.                 
Vacancies. In the event that any representative designated as provided in Section 1 above for any reason ceases to
serve as a member of the Board during his or her term of office, the parties hereto shall cause the resulting vacancy to be filled by
a representative designated as provided in Section 1 by the respective person or persons who designated the vacating representative. Each
of the Voting Parties shall attend, and vote its shares of the voting stock of the Company in accordance with this Agreement at, each
annual meeting of the stockholders of the Company, each special meeting of the stockholders of the Company and any actions by written
consent involving the election of directors of the Company.


 


3.                 
Removal and Substitution of Directors. Directors may be removed at any time with or without cause, provided that no party
hereto shall vote for the removal of a director nominated or designated and elected pursuant to this Agreement, and no such vote shall
be effective, unless the parties who are entitled to nominate or designate such director voting as described above shall specify. The
Company hereby agrees to take such actions as are necessary, and each of the Purchasers agrees to vote his, her or its shares of Preferred
Stock of the Company (and any other shares of the capital stock of the Company over which he, she or it exercises voting control) and
take such other actions as are necessary, for the removal of any director upon the request of the party or parties entitled to nominate
such director and for the election to the Board of Directors of a substitute designated by such party or parties in accordance with the
provisions of Section 1.


 






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4.                 
 Voting in Future Financings.


 


(a)       The
Voting Parties who are signatories to this Agreement (the “Signatory Parties”) shall vote, or cause the vote of (through a
stockholder meeting, by written consent or otherwise), all Voting Securities and will take all other necessary or desirable actions within
his, or her or its control in favor of any future financing (including all related corporate actions and amendments to existing agreements)
that is approved by (i) the Board and (ii) at least three of New Enterprise Associates, JJDC, Gilde, SHIP and Vensana (the “Major
Investors”).


 


(b)       In the
event of a future financing of the Company that involves any reduction in the liquidation preferences (whether effected through conversion
of Preferred Stock to Common Stock or otherwise) associated with any of the Preferred Stock, such reduction in liquidation preferences
will be made in accordance with the liquidation waterfall in the Certificate to the benefit of the most senior series of preferred stock
(and, for any series that is pari passu with another series, in reverse chronological order in which shares of such series were first
sold). Therefore, any reduction to the liquidation preferences of any Preferred Stock will first be made to the Series A-2 Preferred Stock
until the liquidation preference of the Series A-2 Preferred Stock have been eliminated, then to the Series B-2 Preferred Stock until
the liquidation preference of the Series B-2 Preferred Stock have been eliminated, then to the Series C-2 Preferred Stock until the liquidation
preference of the Series C-2 Preferred Stock have been eliminated, then to the Series D-2 Preferred Stock until the liquidation preference
of the Series D-2 Preferred Stock have been eliminated, then to the Series E-2 Preferred Stock until the liquidation preference of the
Series E-2 Preferred Stock have been eliminated, then to the Series F-2 Preferred Stock until the liquidation preference of the Series
F-2 Preferred Stock have been eliminated, and then last to the Series G Preferred Stock, with the intent of not reducing the liquidation
preference of the Series G Preferred Stock to the maximum extent possible. The Signatory Voting Parties shall vote, or cause the vote
of (through a stockholder meeting, by written consent or otherwise), all Voting Securities and will take all other necessary or desirable
actions within his, her or its control in favor of any future financing only to the extent it is structured in accordance with the foregoing
and any reduction in the liquidation preference of any shares of a series applies equally to all shares of the same series; provided that
any rights or benefits that are tied to actual participation in a future financing (such as a pay-to-play feature) shall not constitute
unequal treatment.


 


5.                 
Drag-Along Provisions.


 


(a)       In the
event that an Acquisition or an Asset Transfer (as defined in the Certificate) (a “Sale Transaction”) is approved by
the Board and at least three of the Major Investors (the “Majority”), specifying that this Section 5 shall apply to
such transaction, then, subject to each of the conditions set forth in subsection (b) below, each of the Signatory Voting Parties and
the Company hereby agree:


 


(i)       if
such Sale Transaction requires stockholder approval, to vote, or cause the vote of (through a stockholder meeting, by written
consent or otherwise), all Voting Securities and to take all other necessary or desirable actions within his, her or its control in
favor of such Sale Transaction and to vote in opposition to any and all other proposals that could reasonably be expected to delay
or impair the ability of the Company to consummate such Sale Transaction;


 






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(ii)       if
such Sale Transaction is effected through a sale of stock by the Company’s stockholders, to sell the same proportion of shares of
capital stock of the Company beneficially held by such Signatory Voting Party as is being sold by the Majority to the person to whom the
Majority propose to sell their shares, and, except as permitted in Section 5(b) below, on the same terms and conditions as the other stockholders
of the Company;


 


(iii)       to
execute and deliver all related documentation and take such other action in support of the Sale Transaction as shall reasonably be requested
by the Company or the Majority in order to carry out the terms and provision of this Section 5, including, without limitation, executing
and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement,
or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly
endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents;


 


(iv)       not
to deposit, and to cause their affiliates not to deposit, except as provided in this Agreement, any shares of the Company owned by such
party or affiliate in a voting trust or subject any shares to any arrangement or agreement with respect to the voting of such shares,
unless specifically requested to do so by the acquirer in connection with the Sale Transaction;


 


(v)       to
refrain from (i) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such
Sale Transaction, or (ii) asserting any claim or commencing any suit (x) challenging the Sale Transaction or this Agreement, or (y) alleging
a breach of any fiduciary duty of the Majority or any affiliate or associate thereof (including, without limitation, aiding and abetting
breach of fiduciary duty) in connection with the evaluation, negotiation or entry into the Sale Transaction, or the consummation of the
transactions contemplated thereby;


 


(vi)       if
the consideration to be paid in exchange for the shares pursuant to this Section 5 includes any securities and due receipt thereof by
any stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker
or dealer or agent with respect to such securities; or (y) the provision to any stockholder of any information other than such information
as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company may cause to be paid
to any such stockholder in lieu thereof, against surrender of the shares which would have otherwise been sold by such stockholder, an
amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such stockholder would otherwise
receive as of the date of the issuance of such securities in exchange for the shares; and


 






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(vii)       in
the event that the Majority, in connection with such Sale Transaction, appoint a stockholder representative (the “Stockholder
Representative”) with respect to matters affecting the stockholders under the applicable definitive transaction agreements following
consummation of such Sale Transaction, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment
of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment
of such stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees
and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection
with such Sale Transaction and its related service as the representative of the stockholders, and (y) not to assert any claim or commence
any suit against the Stockholder Representative or any other stockholder with respect to any action or inaction taken or failed to be
taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its
service as the Stockholder Representative, absent fraud, bad faith, gross negligence or willful misconduct.


 


(b)       Notwithstanding
anything to the contrary set forth herein, a Signatory Voting Party will not be required to comply with Section 5(a) above in connection
with any proposed Sale Transaction, unless:


 


(i)       any
representations and warranties to be made by such stockholder in connection with the proposed Sale Transaction are limited to representations
and warranties related to authority, ownership and the ability to convey title to such shares, including, but not limited to, representations
and warranties that (i) the stockholder holds all right, title and interest in and to the shares such stockholder purports to hold, free
and clear of all liens and encumbrances, (ii) the obligations of the stockholder in connection with the transaction have been duly authorized,
if applicable, (iii) the documents to be entered into by the stockholder have been duly executed by the stockholder and delivered to the
acquirer and are enforceable (subject to customary limitations) against the stockholder in accordance with their respective terms; and
(iv) neither the execution and delivery of documents to be entered into by the stockholder in connection with the transaction, nor the
performance of the stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which
the stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the stockholder;


 


(ii)       such
stockholder is not required to agree (unless such stockholder is a Company officer or employee) to any restrictive covenant in connection
with the proposed Sale Transaction (including without limitation any covenant not to compete or covenant not to solicit customers, employees
or suppliers of any party to the proposed Sale Transaction);


 


(iii)       the
stockholder is not liable for the breach of any representation, warranty or covenant made by any other person in connection with the
proposed Sale Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover
breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical
representations, warranties and covenants provided by all stockholders);


 






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(iv)       liability
shall be limited to such stockholder's applicable share (determined based on the respective proceeds payable to each stockholder in connection
with such proposed Sale Transaction in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount
that applies equally to all stockholders but that in no event exceeds the amount of consideration otherwise payable to such stockholder
in connection with such proposed Sale Transaction, except with respect to claims related to fraud by such stockholder, the liability for
which need not be limited as to such stockholder;


 


(v)       upon
the consummation of the proposed Sale Transaction (i) each holder of each class or series of the capital stock of the Company will receive
the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of
such same class or series of stock, and if any holders of any capital stock of the Company are given a choice as to the form of consideration
to be received as a result of the proposed Sale Transaction, all holders of such capital stock will be given the same option, (ii) each
holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is
received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount
of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless
waived pursuant to the terms of the Certificate and as may be required by law, the aggregate consideration receivable by all holders of
the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative
liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled
in a deemed Liquidation Event (assuming for this purpose that the proposed Sale Transaction is a deemed Liquidation Event) in accordance
with the Company’s Certificate of Incorporation in effect immediately prior to the proposed Sale Transaction; provided, however,
that, notwithstanding the foregoing provisions of this subsection (v), if the consideration to be paid in exchange for any Voting Securities
held by a Signatory Party pursuant to this subsection (v) includes any securities and due receipt thereof by such Signatory Party would
require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent
with respect to such securities; or (y) the provision to any Signatory Party of any information other than such information as a
prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated
under the Securities Act, the Company may cause to be paid to any such Signatory Party in lieu thereof, against surrender of the holder’s
shares, which would have otherwise been sold by such Signatory Party, an amount in cash equal to the fair value (as determined in good
faith by the Board) of the securities which such Signatory Party would otherwise receive as of the date of the issuance of such securities
in exchange for the Signatory Party’s shares;


 






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(vi)       subject
to subsection (v) above, requiring the same form of consideration to be available to the holders of any single class or series of
capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to
be received as a result of the proposed Sale Transaction, all holders of such capital stock will be given the same option;
provided, however, that nothing in this subsection (vi) shall entitle any holder to receive any form of consideration that
such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or
limitation that is generally applicable to the Company’s stockholders.


 


(c)       No Signatory
Voting Party shall be a party to any sale of a majority of the outstanding capital stock of the Company to any third party unless (a)
all holders of Preferred Stock are allowed to participate in such transaction(s) and (b) the consideration received pursuant to such transaction
is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately
prior to the Stock Sale (as if such transaction(s) were a deemed Liquidation Event), unless the holders of at least the requisite percentage
required to waive treatment of the transaction(s) as a deemed Liquidation Event pursuant to the terms of the Certificate, elect to allocate
the consideration differently by written notice given to the Company at least ten days prior to the effective date of any such transaction
or series of related transactions.


 


6.                 
Legends on Stock Certificates. The Company agrees that it shall cause the certificates representing shares held by the Voting
Parties to bear the following legend (together with any other legends required by separate agreement and applicable laws):


 


THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT
BY AND AMONG THE COMPANY, THE FOUNDERS AND THE PURCHASERS (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST
IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING
AGREEMENT.


 


7.                 
Application of Agreement to After-Acquired-Shares. All of the provisions of Section 1, Section 2, Section 3, Section
4 and Section 5 shall apply to all Voting Securities held by the Voting Parties, whether issued before or after the Closing Date, and
all securities issued as a replacement for the shares or with respect to the shares as a result of any stock dividend, stock split or
other similar event.


 


8.                 
Covenants of the Company.


 


(a)       The
Company agrees to ensure that the rights granted hereunder are effective and that the parties hereto enjoy the benefits thereof. Such
actions include, without limitation, the use of the Company’s best efforts to assist in the nomination and election of the directors
as provided above.


 






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(b)       The
Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed
hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement
and in the taking of all such actions as may be necessary, appropriate or reasonably requested by the holders of a majority of the
outstanding voting securities held by the parties hereto assuming conversion of all outstanding securities in order to protect the
rights of the parties hereunder against impairment.


 


(c)       The
Company shall take such action as may be necessary to cause the Board to meet no less often than five times per year, of which four such
meetings shall be held in person; provided, however, the Board may consent by majority vote to waive the covenant contained in this Section
8(c). Notwithstanding the foregoing, a director shall be permitted to participate via conference telephone, as needed, if unable to attend
an in-person meeting.


 


(d)       The
Company shall take such action as may be necessary to cause the Board to form and maintain an Audit Committee, a Compensation Committee
and a Nominating and Governance Committee. The Preferred Director designated by JJDC, New Enterprise Associates, SHIP and Vensana shall
each have a right to serve as a member of each such committee. The Preferred Director designated by SHIP and Vensana shall each also have
a right to serve as a member of any standing committee of the Board, and the Preferred Director designated by Vensana shall have a right
to serve as a member of the Sale Bonus Plan Committee. The Compensation Committee shall approve all increases in compensation for executive
officers of the Company, all annual bonuses to be paid to executive officers of the Company and all grants of stock options or other equity
awards to employees. The Audit Committee will approve the engagement of the Company’s independent auditors and approve the audit
report prior to its issuance each year.


 


(e)       Series
G Approval. The Company shall not take any action requiring a separate series vote of the Series G Preferred Stock under the Company’s
Twelfth Amended and Restated Certificate of Incorporation (including without limitation Article 5.B.(b)(viii) and Article 5.B.(e)(i))
without also obtaining the vote or written consent of the Majority.


 


9.                 
No Heightened Duties. Each party hereby acknowledges and agrees that no fiduciary duty, duty of care, duty of loyalty or
other heightened duty shall be created or imposed upon any party to any other party, the Company or other stockholder of the Company,
by reason of this Agreement and/or any right or obligation hereunder.


 


10.              Entire
Agreement; Amendments; Waivers. This Agreement (including the Schedules hereto) constitutes the full and entire understanding
and agreement among the parties with regard to the subjects hereof and thereof, and shall amend and restate the Seventh Amended and
Restated Voting Agreement effective upon this Agreement’s execution by the Company and the holders of at least fifty-two
percent (52%) of the outstanding shares of Preferred Stock as set forth in such agreement. Neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and by holders of at
least fifty-three percent (53%) of the shares of Preferred Stock, provided, however, that (i) Sections 4, 5 and 8(e) can be
amended only by a written instrument signed by the Company, by the Majority and by the holders of a majority of the shares of
Preferred Stock held by all Signatory Parties and (ii) neither the right of New Enterprise Associates, JJDC, Gilde, SHIP or Vensana
to designate or remove its representative directors or fill any vacancy, nor the obligations of any other party pursuant to Section
1 hereof with respect to New Enterprise Associates, JJDC, Gilde, SHIP or Vensana (or the provisions of the subsection of Section
1(a), Section 8(d) or Section 8(e) applicable to New Enterprise Associates, JJDC, Gilde, SHIP or Vensana), shall be amended or
waived without the consent of New Enterprise Associates, JJDC, Gilde, SHIP or Vensana, as applicable. Any amendment or waiver not
effected in accordance with this Section 10 shall be null and void and non-binding upon the Voting Parties or Signatory Parties, as
applicable, and their respective successors and assigns. No waivers of any breach of this Agreement extended by any party hereto to
any other party shall be construed as a waiver of any rights or remedies of such party or any other party hereto with respect to any
subsequent breach.


 






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11.             
Notices. Unless otherwise provided, any notice and other communications required or permitted under this Agreement shall
be in writing and shall be mailed by United States first-class mail, postage prepaid, sent by electronic mail or facsimile or delivered
personally by hand or by a nationally recognized courier addressed to the party to be notified at the mailing or electronic address indicated
for such party on the books of the Company, or at such other address, electronic address or facsimile number as such party may designate,
with a copy of such notice to any counsel listed for such party on the schedules hereto, or, in the case of any notice or other communication
to the Company, to the Company at 9201 West Broadway Avenue, Suite 650, Minneapolis, MN 55445, Attention: CFO, with a copy of such notice
to Faegre Drinker Biddle & Reath LLP, 90 South Seventh Street, Minneapolis, MN 55402, Attention: Amy C. Seidel, or at such other address
as the Company shall have furnished to each holder in writing. All such notices and other written communications shall be effective on
the earlier of: (i) five (5) days from the date of mailing, (ii) when sent, if sent by electronic mail, (iii) confirmed facsimile transfer,
or (iv) actual receipt by the party to be notified.


 


12.             
Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies
shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.


 


13.             
Severability. If one or more provisions of or obligations under this Agreement are held to be invalid, illegal, or unenforceable
under applicable law, then such provision or obligation shall be excluded from this Agreement, and the remaining provisions of and obligations
under this Agreement shall be enforceable in full in accordance with their terms.


 


14.             
Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles
of conflicts of law.


 


15.             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 






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16.             
 Successors and Assigns. Subject to Section 10 above, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


17.             
Specific Performance. The parties hereby acknowledge that it is impossible to measure in money the damages which will accrue
to a party hereto or to its heirs, personal representatives, or assignees by reason of a party’s failure to perform its obligations
under this Agreement and therefore agree that, in addition to and without limiting any remedies available at law, each of the parties
hereto shall have full equitable remedies available to such party.


 


18.             
Termination. This Agreement shall terminate and the obligations of the Voting Parties to vote their respective shares of
voting securities shall cease upon the earlier to occur of:


 


(a)       the
closing of a public offering that constitutes a Qualified Public Offering, as such term is defined in the Certificate; or


 


(b)       the
closing of an Acquisition or an Asset Transfer.


 


[Remainder of Page Intentionally Left Blank]


 






    -11- 


     


    

 





IN WITNESS WHEREOF, the parties hereto have entered
into this Eighth Amended and Restated Voting Agreement as of the Effective Date.


 


	 	COMPANY
	 	 
	 	CVRx, Inc.
	 	 
	 	/s/ Nadim Yared
	 	Nadim Yared
	 	Chief Executive Officer 



 


Signature Page to Eighth Amended and Restated Voting Agreement


 






     


     


    

 




 


IN WITNESS WHEREOF, the parties hereto have entered
into this Eighth Amended and Restated Voting Agreement as of the Effective Date.


 


	 	New Enterprise Associates VIII,
    Limited Partnership
	 	 
	 	By:	NEA Partners VIII, L.P.
	 	 	its General Partner
	 	 
	 	By:	/s/ Louis
    Citron
	 	Its:	 
	 	 
	 	 
	 	New Enterprise Associates 8A,
    Limited Partnership
	 	 
	 	By:	NEA Partners 10, L.P.
	 	 	its General Partner
	 	 
	 	By:	/s/ Louis
    Citron
	 	Its:	 
	 	 
	 	 
	 	New Enterprise Associates 10,
    Limited Partnership
	 	 
	 	By:	NEA Partners 10, L.P.
	 	 	its General Partner
	 	 
	 	By:	/s/ Louis
    Citron
	 	Its:	 




 


Signature Page to Eighth
Amended and Restated Voting Agreement


 




     


     


    

 


	 	Johnson & Johnson Innovation
    – JJDC, Inc.
	 	 
	 	By:	/s/
    V. Kadir Kadhiresan
	 	Name:	V. Kadir Kadhiresan
	 	Title:	Vice President, Venture Investments




 


Signature Page to Eighth
Amended and Restated Voting Agreement


 




     


     


    

 


	 	COÖPERATIEVE GILDE HEALTHCARE
    IV U.A.
	 	 
	 	By:	/s/
    Edwin de Graaf
	 	 	Name: Edwin de Graaf
	 	 	Title:
	 	 
	 	By:	/s/ Marc
    Perret
	 	 	Name: Marc Perret
	 	 	Title:




 


Signature Page to Eighth
Amended and Restated Voting Agreement


 




     


     


    

 


	 	ACTION POTENTIAL VENTURE CAPITAL
    LIMITED
	 	 
	 	By:	/s/
    Subesh Williams
	 	 	Name: Subesh Williams
	 	 	Title: Director




 


Signature Page to Eighth
Amended and Restated Voting Agreement


 




     


     


    

 


	 	Ysios
    BioFund I F.C.R.
	 	 
	 	By:	Ysios Capital Partners SGEIC, SAU
	 	 	Its management company
	 	 
	 	 	By:	/s/
    Joël Jean-Mairet
	 	 	Name:  	Joël Jean-Mairet
	 	 	Its:	Managing Partner




 


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Amended and Restated Voting Agreement


 




     


     


    

 


	 	WINDHAM
    LIFE SCIENCES PARTNERS II, L.P.
	 	 
	 	By
    :	Windham
    Life Sciences Partners II
	 	 	General
    Partner, LLC
	 	 
	 	By:	/s/
    Adam Fine
	 	Name: 	Adam
    Fine
	 	Title:	Managing
    Member




 


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Amended and Restated Voting Agreement


 




     


     


    





 





	 	Kathryn S. Nehra Family Trust
	 	 	 
	 	/s/ G. Henry Entwisle
	 	Name: 	G. Henry Entwisle
	 	Title: 	Trustee



 


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Page to Eighth Amended and Restated Voting Agreement


 






     


     


    

 





	 	Lauren M. Nehra Family Trust
	 	 	 
	 	/s/ G. Henry Entwisle
	 	Name: 	G. Henry Entwisle
	 	Title: 	Trustee



 


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Page to Eighth Amended and Restated Voting Agreement


 






     


     


    

 


	 	Graf Capital Investors LLC
	 	 	 
	 	By:	/s/ Andrew
    Graf
	 	Name: 	Andrew Graf
	 	Title:	Manager



 


Signature
Page to Eighth Amended and Restated Voting Agreement


 









     


     


    

 


	 	John D. McNeill 
	 	Revocable Trust U/A/D 10/21/2004
	 	 	 
	 	By: 	/s/ John D. McNeill
	 	Name: 	John D. McNeill
	 	Its: 	Trustee



 


Signature
Page to Eighth Amended and Restated Voting Agreement


 









     


     


    

 


	 	/s/ Robert K. Anderson
	 	Robert K. Anderson



 


Signature
Page to Eighth Amended and Restated Voting Agreement


 






     


     


    

 


	 	Wendyce H. Brody Separate Property Trust dated August 3, 2016
	 	 
	 	/s/ Wendyce H. Brody
	 	Name:
	 	Trustee



 


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Page to Eighth Amended and Restated Voting Agreement


 






     


     


    

 


	 	JACK E. MEYER AND MARY LOU MEYER, AND SUCCESSORS, TRUSTEES OF THE JACK E. MEYER REVOCABLE TRUST DATED OCTOBER 15, 2003
	 	 
	 	/s/
    Jack E. Meyer
	 	Jack E. Meyer, Trustee
	 	 
	 	/s/
    Mary Lou Meyer
	 	Mary Lou Meyer, Trustee









 


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Page to Eighth Amended and Restated Voting Agreement


 






     


     


    

 


	 	/s/ Michael T. Kelly
	 	Michael T. Kelly



 


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Page to Eighth Amended and Restated Voting Agreement


 






     


     


    





  


	 	Strategic Healthcare Investment Partners I, L.P.
	 	 
	 	 	By:       SHIP I GP, LLC
	 	 	Its:        General Partner
	 	  
	 	By:	 /s/ Mudit K. Jain
	 	 	Mudit K. Jain, PhD
	 	 	General Partner




 


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Amended and Restated Voting Agreement


 






    


     


    

  


	 	VENSANA CAPITAL I, L.P.
	 	 
	 	By:	Vensana Capital I GP, LLC
	 	Its:	General Partner
	 	 
	 	By:	/s/ Kirk Nielsen
	 	 	Name:	 Kirk Nielsen
	 	 	Title:	Managing Partner




 


Signature Page to Eighth Amended and Restated Voting
Agreement


 






    


     


    

  


	 	Hatteras Venture Partners VI, LP
	 	 
	 	By:	Hatteras Venture Advisors
VI, LLC, its general partner

	 	  
	 	By:	/s/ Doug Reed
	 	 	Doug Reed
	 	 	Manager



 


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Amended and Restated Voting Agreement


 






    


     


    

 


	 	Venrock Healthcare Capital Partners III, L.P.
	 	 
	 	By:	VHCP Management III, LLC, its general partner
	 	By:	VR Advisor, LLC, its manager
	 	 
	 	VHCP Co-Investment Holdings III, LLC
	 	 
	 	By:	VHCP Management III, LLC, its manager
	 	By:	VR Advisor, LLC, its manager
	 	 
	 	By:	/s/ Nimish Shah
	 	 	Authorized Signatory



 


Signature Page to Eighth
Amended and Restated Voting Agreement


 






    


     


    

 


SCHEDULE A


 


HOLDERS OF SERIES A-2 PREFERRED
STOCK


 


	W.R. Brody Revocable Trust dated 8-15-2016
	 
	Wendyce H. Brody Separate Property Trust dated August 3, 2016
	 
	Jack E. Meyer and Mary Lou Meyer, and Successors, Trustees of the Jack E. Meyer Revocable Trust dated October 15, 2003 
	 
	NEA Ventures 2001, Limited Partnership
	 
	New Enterprise Associates 10, Limited Partnership
	 
	Bank of America, N.A., as Trustee for the Thomas R. Hektner Roth IRA #1877067


 






    A-1


     


    

 


SCHEDULE B


 


HOLDERS OF SERIES B-2 PREFERRED
STOCK


 


	TH&CH, LLC 
	 
	Jack E. Meyer and Mary Lou Meyer, and Successors, Trustees of the Jack E. Meyer Revocable Trust dated October 15, 2003 
	 
	New Enterprise Associates 10, Limited Partnership 
	 
	
    New Enterprise Associates 8A, Limited Partnership

    

	 
	Action Potential Venture Capital Limited


 






    B-1


     


    

 


SCHEDULE C


 


HOLDERS OF SERIES C-2 PREFERRED
STOCK


 


	New Enterprise Associates VIII, Limited Partnership 
	 
	New Enterprise Associates 8A, Limited Partnership 
	 
	New Enterprise Associates 10, Limited Partnership 
	 
	A. Jay Graf and Mary Ann Graf 2010 Irrevocable Trust u/a/d December 23, 2010, as amended
	 
	TH&CH, LLC 
	 
	Michael T. Kelly 
	 
	Action Potential Venture Capital Limited


 






    C-1


     


    

  


SCHEDULE D


 


HOLDERS OF SERIES D-2 PREFERRED
STOCK


 


	Johnson & Johnson Innovation – JJDC, Inc.* 
	 
	New Enterprise Associates VIII, Limited Partnership 
	 
	New Enterprise Associates 8A, Limited Partnership 
	 
	New Enterprise Associates 10, Limited Partnership 
	 
	A. Jay Graf and Mary Ann Graf 2010 Irrevocable Trust u/a/d December 23, 2010, as amended 
	 
	TH&CH, LLC 
	 
	Action Potential Venture Capital Limited


 


*Send copies of any notices to such Investor given
pursuant to Section 6.4 of this Agreement to: Johnson & Johnson Innovation (JJDC), One Johnson & Johnson Plaza, New Brunswick,
NJ 08933, Attn: Kevin Norman, and JJDC Operations, 410 George Street, New Brunswick, NJ 08933, Attn: Linda Vogel.


 






    D-1


     


    





 


SCHEDULE E


 


HOLDERS OF SERIES E-2 PREFERRED
STOCK


 


Johnson & Johnson Innovation – JJDC, Inc.*


 


New Enterprise Associates 10, Limited Partnership


 


John D. McNeill Revocable Trust U/A/D 10/21/2004


 


A. Jay Graf and Mary Ann Graf 2010 Irrevocable Trust u/a/d December 23, 2010, as amended


 


Kathryn S. Nehra Family Trust


 


Lauren M. Nehra Family Trust


 


Action Potential Venture Capital Limited



 


*Send copies of any notices to such Investor given
pursuant to Section 6.4 of this Agreement to: Johnson & Johnson Innovation (JJDC), One Johnson & Johnson Plaza, New Brunswick,
NJ 08933, Attn: Kevin Norman, and JJDC Operations, 410 George Street, New Brunswick, NJ 08933, Attn: Linda Vogel.





 






    E-1


     


    

 


SCHEDULE F


 


HOLDERS OF SERIES F-2 PREFERRED
STOCK


 


	Johnson & Johnson Innovation – JJDC, Inc.* 
	New Enterprise Associates VIII, LP 
	New Enterprise Associates 8A, Limited Partnership 
	New Enterprise Associates 10, Limited Partnership 
	John D. McNeill Revocable Trust U/A/D 10/21/2004 
	A. Jay Graf and Mary Ann Graf 2010 Irrevocable Trust u/a/d December 23, 2010, as amended 
	Kathryn S. Nehra Family Trust 
	
    Lauren M. Nehra Family Trust

     

    Robert K. Anderson

     

    W.R. Brody Revocable Trust dated 8-15-2016

     

    Wendyce H. Brody Separate Property Trust dated August 3, 2016

     

    Michael T. Kelly

     

    Bank of America, N.A., as Trustee for the Thomas R. Hektner Roth IRA
    #1877067

     

    Jack E. Meyer and Mary Lou Meyer, and Successors, Trustees of the Jack
    E. Meyer Rev Trust dated October 15, 2003

     

    Ysios BioFund I F.C.R.

     

    Total Renal Care, Inc.

     

    CardioNord AB

     

    John R. Brintnall

	Action Potential Venture Capital Limited


*Send copies of any notices to such Investor given
pursuant to Section 6.4 of this Agreement to: Johnson & Johnson Innovation (JJDC), One Johnson & Johnson Plaza, New Brunswick,
NJ 08933, Attn: Kevin Norman, and JJDC Operations, 410 George Street, New Brunswick, NJ 08933, Attn: Linda Vogel.


 






    F-1


     


    

 





SCHEDULE G


 


HOLDERS AND PURCHASERS OF SERIES G PREFERRED STOCK
INVESTORS


 


Johnson & Johnson Innovation – JJDC, Inc.*


 


New Enterprise Associates VIII, LP


 


New Enterprise Associates 8A, Limited Partnership


 


New Enterprise Associates 10, Limited Partnership


 


John D. McNeill Revocable Trust U/A/D 10/21/2004


 


Graf Capital Investors LLC


 


Kathryn S. Nehra Family Trust


 


Lauren M. Nehra Family Trust


 


Robert K. Anderson


 


W.R. Brody Revocable Trust dated 8-15-2016


 


Wendyce H. Brody Separate Property Trust dated August 3, 2016


 


Michael T. Kelly


 


Thomas R. Hektner Revocable Trust dated December 24, 1992, as amended


 


Jack E. Meyer and Mary Lou Meyer, and Successors, Trustees of the Jack
E. Meyer Rev Trust dated October 15, 2003


 


Ysios BioFund I F.C.R.


 


Total Renal Care, Inc.


 


CardioNord AB


 


John R. Brintnall


 


Action Potential Venture Capital Limited


 


Coöperatieve Gilde Healthcare IV U.A.


 


Windham Life Sciences Partners II, L.P.


 


Strategic Healthcare Investment Partners I, L.P.**


 


Vensana Capital I, L.P.


 


Hatteras Venture Partners VI, LP


 


Venrock Healthcare Capital Partners III, L.P.


 


VHCP Co-Investment Holdings III, LLC


 


*Send copies of any notices to such Investor given
pursuant to Section 6.4 of this Agreement to: Johnson & Johnson Innovation (JJDC), One Johnson & Johnson Plaza, New Brunswick,
NJ 08933, Attn: Kevin Norman, and JJDC Operations, 410 George Street, New Brunswick, NJ 08933, Attn: Linda Vogel.


 


**Send copies of any notices to such Investor given
pursuant to Section 6.4 of this Agreement to:


 


Cooley LLP, 3175 Hanover Street, Palo Alto, CA 94304-1130,
Attn: John Sellers; jsellers@cooley.com.





 






    G-1


     


    

 


SCHEDULE H


 


HOLDERS OF COMMON STOCK


 


	Ameriprise Trust Company FBO Robert S. Kieval IRA Acct. 17549387-3-021
	Bobby I. Griffin and Barbara P. Griffin, trustees of the Bobby I. Griffin Revocable Trust dated June 13, 2011
	Christopher H. and Kathryn Porter, JTWROS
	D. William Kaufman, TTEE of the Dale A. Spencer Revocable Trust U/A
	JDC Spencer Investment Co.,LLP
	OCI, Ltd.
	Joshua Makower, Trustee U/A 5/6/97 by Makower Family Trust
	Larry Wales
	Leslie S. Matthews
	Pensco Trust Company CUST FBO Matthew M. Burns ROTH/IRA
	Peter T. Keith and Barbara A. Keith, JTWROS 
	William H. Kucheman
	
    Susanne M. Olin

     

    Edward S. Andrle

	Tyler P. Lipschultz
	Vertical Fund I, LP
	Vertical Fund II, LP
	Vickie E. Selzer
	Frazier Affiliates IV, L.P.
	Frazier Healthcare IV, L.P.
	New Enterprise Associates VIII, Limited Partnership
	Bruns H. Grayson
	New Enterprise Associates 8A, Limited Partnership
	Robert Kieval









    H-1


     


    




 





	
    Roy Martin

     

    TH&CH, LLC

     

    Dover Street VII, LP

     

    HarbourVest Partners VIII Venture Fund LP

     

    HarbourVest Partners VII Venture Ltd.

     

    Anupam Dalal

     

    Andrew Jensen

     

    Leerink Revelation Healthcare Fund I, L.P.

     

    Susan Adams

     

    Adams Street Trust – ABS Ventures VI, L.P. Series

     

    Philip Black

     

    The 2003 Secondary Brinson Partnership Fund Offshore Series Company
    Ltd.

     

    R. William Burgess, Jr.

     

    Castelein Family Partnership

     

    Caley Castelein

     

    Maria Chapital

     

    Dunlap-Black Investments LLC

     

    Mary Emmerling

     

    Virginia Gambale

     

    Bruns Grayson

     

    John R. Luongo and Rhonda R. Luongo, Trustees or Successor Trustee,
    of The Luongo Living Trust U/A/D November 17, 1988

     

    W. Andrew Mims

     

    Matthias Norweg

     

    James Sanger

     

    James & Sarah Shapiro Family Trust dtd 9/10/91

     

    James Shapiro

     

    The Richard and Helen Spalding Revocable Trust dtd 3/29/1999

     

    Pierre Suhrcke

     

    Thayer Swartwood

     

    Scott Yaphe

     

    Action Potential Venture Capital Limited

     



 



    H-2