Exhibit 10.7


 


CVRx, INC.


 


EIGHTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 


THIS EIGHTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of July, 2020, by and among CVRx,
Inc., a Delaware corporation (the “Company”), and (a) each of the holders of Series A-2 Convertible Preferred Stock of the
Company, listed on Schedule A, (b) each of the holders of Series B-2 Convertible Preferred Stock of the Company, listed on
Schedule B, (c) each of the holders of Series C-2 Convertible Preferred Stock of the Company, listed on Schedule C, (d)
each of the holders of Series D-2 Convertible Preferred Stock of the Company, listed on Schedule D, (e) each of the holders
of Series E-2 Convertible Preferred Stock of the Company, listed on Schedule E, (f) each of the holders of Series F-2 Convertible
Preferred Stock of the Company, listed on Schedule F, (g) each of the holders and purchasers of Series G Convertible Preferred
Stock of the Company, listed on Schedule G, and (h) each of the holders of the Common Shares of the Company, listed on Schedule
H.


 


WHEREAS, the parties hereto desire to restrict
the sale, assignment, transfer, encumbrance or other disposition of the Shares (as defined below) which the Stockholders (as defined below)
currently own or hereafter acquire, and to provide for certain rights and obligations in respect thereto as hereinafter provided.


 


SECTION
1


 


DEFINITIONS


 


1.1 Certain Definitions. As used in this
Agreement, the following terms shall have the meanings set forth below:


 


(a) “Co-Sale Stockholder” shall mean
each of the Stockholders party hereto.


 


(b) “Commission” shall mean the Securities
and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


(c) “Common Shares” shall mean shares
of the Company’s Common Stock, par value $.01 per share.


 


(d) “Common Stockholders” shall mean
the holders of Common Shares.


 


(e) “EIF” shall mean the European Investment
Fund and its co-investors.


 


(f) “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall
be in effect from time to time.


 






     


     


    

 


(g) “Holder” shall mean any person
who holds Registrable Securities and any holder of Registrable Securities to whom the rights conferred by this Agreement have been transferred
in compliance with this Agreement.


 


(h) “Permitted Transfer” shall mean
(i) any transfer of Shares by a Stockholder to such Stockholder’s spouse, parents, siblings (by blood, marriage or adoption) or
lineal descendants (by blood, marriage or adoption); (ii) any transfer of Shares by a Stockholder to a trust, partnership, limited liability
company or other similar entity for the benefit of such Stockholder or such Stockholder’s spouse, parents, siblings or lineal descendants;
(iii) any transfer of Shares by a Stockholder, upon a Stockholder’s death to, the executors, administrators, testamentary trustees,
legatees or beneficiaries of such Stockholder; (iv) any transfer of Shares by a Stockholder to any person who controls, is controlled
by or is under common control with such Stockholder (within the meaning of the Securities Act); (v) any transfer of Shares by a Stockholder
who is a partnership to its current and former partners; (vi) any transfer of Shares by a Stockholder who is a limited liability company
to its members; and (vii) any transfer of Shares by a Stockholder who is a corporation to an officer, director or principal shareholder
of such corporation.


 


(i) “Preferred Shares” shall mean the
Series A-2 Preferred Shares, Series B-2 Preferred Shares, Series C-2 Preferred Shares, Series D-2 Preferred Shares, Series E-2 Preferred
Shares, Series F-2 Preferred Shares and Series G Preferred Shares.


 


(j) “Preferred Stockholders” shall
mean the holders of Preferred Shares.


 


(k) “Qualified Preferred Stockholder”
shall mean a Preferred Stockholder who owns at least 2,900,000 Series G Preferred Shares (appropriately adjusted for any recapitalizations,
stock combinations, stock dividends, stock splits and the like affecting such Preferred Shares).


 


(l) “Qualified Public Offering” shall
have the meaning set forth in the Company’s Twelfth Amended and Restated Certificate of Incorporation.


 


(m) “Registrable Securities” shall
mean the Series A Registrable Securities, the Series B Registrable Securities, the Series C Registrable Securities, the Series D Registrable
Securities, the Series E Registrable Securities, the Series F Registrable Securities and the Series G Registrable Securities.


 


(n) The terms “register,” “registered”
and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with
the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration
statement.


 


(o) “Registration Expenses” shall
mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all
registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and
fees and disbursements of one special counsel to any Holders participating in such registration, blue sky fees and expenses, and
expenses of any regular or special audits incident to or required by any such registration, but shall not include (i) Selling
Expenses and (ii) compensation of regular employees of the Company, which shall be paid in any event by the Company.


 






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(p) “Rule 144” shall mean Rule 144
as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule
that may be promulgated by the Commission.


 


(q) “Rule 145” shall mean Rule 145
as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule
that may be promulgated by the Commission.


 


(r) “Securities Act” shall mean the
Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same
shall be in effect from time to time.


 


(s) “Selling Expenses” shall mean all
underwriting discounts and selling commissions applicable to the sale of Registrable Securities and fees and disbursements of counsel
for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).


 


(t) “Series A Holder” shall mean any
person who holds Series A Registrable Securities and any holder of Series A Registrable Securities to whom the rights conferred by this
Agreement have been transferred in compliance with this Agreement.


 


(u) “Series A Initiating Holders” shall
mean any Series A Holder or Series A Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding Series
A Registrable Securities.


 


(v) “Series A Preferred Shares” shall
mean the Company’s shares of Series A-1 Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(w) “Series A-1 Preferred Shares” shall
mean the Company’s shares of Series A-1 Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(x) “Series A-2 Preferred Shares” shall
mean the Company’s shares of Series A-2 Convertible Preferred Stock, par value $.01 per share.


 


(y) “Series A Registrable Securities”
shall mean any (A) Common Shares issued or issuable pursuant to the conversion of the Series A Preferred Shares, Series A-1 Preferred
Shares and Series A-2 Preferred Shares, and (B) any Common Shares issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (A) above, provided, however, that Series A Registrable Securities shall
not include any Common Shares which have previously been registered or which have been sold to the public.


 


(z) “Series B Holder” shall mean any
person who holds Series B Registrable Securities and any holder of Series B Registrable Securities to whom the rights conferred by this
Agreement have been transferred in compliance with this Agreement.


 






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(aa) “Series B Initiating Holders”
shall mean any Series B Holder or Series B Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding
Series B Registrable Securities.


 


(bb) “Series B Preferred Shares” shall
mean the Company’s shares of Series B Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(cc) “Series B-1 Preferred Shares”
shall mean the Company’s shares of Series B-1 Convertible Preferred Stock, par value $.01 per share, which have since been converted
to Common Shares.


 


(dd) “Series B-2 Preferred Shares”
shall mean the Company’s shares of Series B-2 Convertible Preferred Stock, par value $.01 per share.


 


(ee) “Series B Registrable Securities”
shall mean any (A) Common Shares issued or issuable pursuant to the conversion of the Series B Preferred Shares, Series B-1 Preferred
Shares and Series B-2 Preferred Shares, and (B) any Common Shares issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (A) above, provided, however, that Series B Registrable Securities shall
not include any Common Shares which have previously been registered or which have been sold to the public.


 


(ff) “Series C Holder” shall mean any
person who holds Series C Registrable Securities and any holder of Series C Registrable Securities to whom the rights conferred by this
Agreement have been transferred in compliance with this Agreement.


 


(gg) “Series C Initiating Holders”
shall mean any Series C Holder or Series C Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding
Series C Registrable Securities.


 


(hh) “Series C Preferred Shares” shall
mean the Company’s shares of Series C Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(ii) “Series C-1 Preferred Shares”
shall mean the Company’s shares of Series C-1 Convertible Preferred Stock, par value $.01 per share, which have since been converted
to Common Shares.


 


(jj) “Series C-2 Preferred Shares”
shall mean the Company’s shares of Series C-2 Convertible Preferred Stock, par value $.01 per share.


 


(kk) “Series C Registrable Securities”
shall mean any (A) Common Shares issued or issuable pursuant to the conversion of the Series C Preferred Shares, Series C-1 Preferred
Shares and Series C-2 Preferred Shares, and (B) any Common Shares issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (A) above, provided, however, that Series C Registrable Securities shall
not include any Common Shares which have previously been registered or which have been sold to the public.


 






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(ll) “Series D Holder” shall mean any
person who holds Series D Registrable Securities and any holder of Series D Registrable Securities to whom the rights conferred by this
Agreement have been transferred in compliance with this Agreement.


 


(mm) “Series D Initiating Holders”
shall mean any Series D Holder or Series D Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding
Series D Registrable Securities.


 


(nn) “Series D Preferred Shares” shall
mean the Company’s shares of Series D Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(oo) “Series D-1 Preferred Shares”
shall mean the Company’s shares of Series D-1 Convertible Preferred Stock, par value $.01 per share, which have since been converted
to Common Shares.


 


(pp) “Series D-2 Preferred Shares”
shall mean the Company’s shares of Series D-2 Convertible Preferred Stock, par value $.01 per share.


 


(qq) “Series D Registrable Securities”
shall mean any (A) Common Shares issued or issuable pursuant to the conversion of the Series D Preferred Shares, Series D-1 Preferred
Shares and Series D-2 Preferred Shares, and (B) any Common Shares issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (A) above, provided, however, that Series D Registrable Securities shall
not include any Common Shares which have previously been registered or which have been sold to the public.


 


(rr) “Series E Holder” shall mean any
person who holds Series E Registrable Securities and any holder of Series E Registrable Securities to whom the rights conferred by this
Agreement have been transferred in compliance with this Agreement.


 


(ss) “Series E Initiating Holders”
shall mean any Series E Holder or Series E Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding
Series E Registrable Securities.


 


(tt) “Series E Preferred Shares” shall
mean the Company’s shares of Series E Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(uu) “Series E-1 Preferred Shares”
shall mean the Company’s shares of Series E-1 Convertible Preferred Stock, par value $.01 per share, which have since been converted
to Common Shares.


 


(vv) “Series E-2 Preferred Shares”
shall mean the Company’s shares of Series E-2 Convertible Preferred Stock, par value $.01 per share.


 


(ww) “Series E Registrable
Securities” shall mean any (A) Common Shares issued or issuable pursuant to the conversion of the Series E Preferred
Shares, Series E-1 Preferred Shares and Series E-2 Preferred Shares, and (B) any Common Shares issued as a dividend or other
distribution with respect to or in exchange for or in replacement of the shares referenced in (A) above, provided, however,
that Series E Registrable Securities shall not include any Common Shares which have previously been registered or which have been
sold to the public.


 






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(xx) “Series F Holder” shall mean any
person who holds Series F Registrable Securities and any holder of Series F Registrable Securities to whom the rights conferred by this
Agreement have been transferred in compliance with this Agreement.


 


(yy) “Series F Initiating Holders”
shall mean any Series F Holder or Series F Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding
Series F Registrable Securities.


 


(zz) “Series F Preferred Shares” shall
mean the Company’s shares of Series F Convertible Preferred Stock, par value $.01 per share, which have since been converted to
Common Shares.


 


(aaa) “Series F-2 Preferred Shares”
shall mean the Company’s shares of Series F-2 Convertible Preferred Stock, par value $.01 per share.


 


(bbb) “Series F Registrable Securities”
shall mean any (A) Common Shares issued or issuable pursuant to the conversion of the Series F Preferred Shares and Series F-2 Preferred
Shares, and (B) any Common Shares issued as a dividend or other distribution with respect to or in exchange for or in replacement
of the shares referenced in (A) above, provided, however, that Series F Registrable Securities shall not include any Common Shares
which have previously been registered or which have been sold to the public.


 


(ccc) “Series G Holder” shall mean
any person who holds Series G Registrable Securities and any holder of Series G Registrable Securities to whom the rights conferred by
this Agreement have been transferred in compliance with this Agreement.


 


(ddd) “Series G Initiating Holders”
shall mean any Series G Holder or Series G Holders who in the aggregate hold not less than fifty percent (50%) of the then outstanding
Series G Registrable Securities.


 


(eee) “Series G Preferred Shares” shall
mean the Company’s shares of Series G Convertible Preferred Stock, par value $.01 per share.


 


(fff) “Series G Preferred Stock Purchase
Agreement (2016)” shall mean the Series G Preferred Stock Purchase Agreement dated May 31, 2016 between the Company and the purchasers
of Series G Preferred Shares, as amended.


 


(ggg) “Series G Preferred Stock Purchase
Agreement (2020)” shall mean the Series G Preferred Stock Purchase Agreement dated July 1, 2020 between the Company and the purchasers
of Series G Preferred Shares.


 


(hhh) “Series G Registrable
Securities” shall mean (A) Common Shares issued or issuable pursuant to the conversion of the Series G Preferred Shares and
(B) any Common Shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of shares
referenced (A) above, provided, however, that Series G Registrable Securities shall not include any Common Shares which have
previously been registered or which have been sold to the public.


 






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(iii) “Shares” shall mean the Common
Shares and Preferred Shares.


 


(jjj) “Stockholders” shall mean the
Common Stockholders and the Preferred Stockholders.


 


SECTION
2


 


Registration Rights


 


2.1 Demand Registration.


 


(a) Request for Registration from Series A Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series A Initiating Holders a written request that the Company effect any registration with
respect to all or a part of the Series A Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 


(ii) use its best efforts to effect such
registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky
or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution
of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder joining in such request as are specified in a written request received by the Company within twenty (20) days
after such written notice from the Company is delivered.


 


(b) Request for Registration from Series B Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series B Initiating Holders a written request that the Company effect any registration with
respect to all or a part of the Series B Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 






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(ii) use its best efforts to effect such
registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky
or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution
of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder joining in such request as are specified in a written request received by the Company within twenty (20) days
after such written notice from the Company is delivered.


 


(c) Request for Registration from Series C Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series C Initiating Holders a written request that the Company effect any registration with
respect to all or a part of the Series C Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 


(ii) use its best efforts to effect such
registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky
or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution
of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder joining in such request as are specified in a written request received by the Company within twenty (20) days
after such written notice from the Company is delivered.


 


(d) Request for Registration from Series D Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series D Initiating Holders a written request that the Company effect any registration with
respect to all or a part of the Series D Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 


(ii) use its best efforts to effect
such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable
blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the
sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request received by
the Company within twenty (20) days after such written notice from the Company is delivered.


 






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(e) Request for Registration from Series E Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series E Initiating Holders a written request that the Company effect any registration with
respect to all or a part of the Series E Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 


(ii) use its best efforts to effect such
registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky
or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution
of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder joining in such request as are specified in a written request received by the Company within twenty (20) days
after such written notice from the Company is delivered.


 


(f) Request for Registration from Series F Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series F Initiating Holders a written request that the Company effect any registration
with respect to all or a part of the Series F Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 


(ii) use its best efforts to effect such
registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky
or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution
of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder joining in such request as are specified in a written request received by the Company within twenty (20) days
after such written notice from the Company is delivered.


 






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(g) Request for Registration from Series G Holders.
If at any time or times after the earlier of (i) six (6) months after the effective date of the first registration statement filed by
the Company covering an underwritten offering of any of its securities to the general public, and (ii) three years after the date of this
Agreement, the Company shall receive from the Series G Initiating Holders a written request that the Company effect any registration
with respect to all or a part of the Series G Registrable Securities, the aggregate proceeds of which (after deduction for underwriter’s
discounts and expenses related to the issuance) exceed $10,000,000, the Company will:


 


(i) within ten (10) days of receipt thereof,
give written notice of the proposed registration to all other Holders; and


 


(ii) use its best efforts to effect such
registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky
or other state securities laws, and appropriate compliance with the Securities Act) and as would permit or facilitate the sale and distribution
of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities of any Holder joining in such request as are specified in a written request received by the Company within twenty (20) days
after such written notice from the Company is delivered.


 


(h) Limitations on Registration. The Company
shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Section 2.1(a), (b), (c), (d), (e),
(f) or (g):


 


(i) In any particular jurisdiction in
which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or
compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;


 


(ii) During the period starting with
the date forty-five (45) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90)
days after the effective date of, a registration initiated by the Company for it or any of its security holders (other than the initial
public offering of the Company for which the period shall be extended to six (6) months after the effective date of the offering); provided
that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
or


 


(iii) If the Series A Initiating Holders,
Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, the Series E Initiating Holders, the Series F Initiating
Holders or the Series G Initiating Holders, as applicable, propose to dispose of shares of Registrable Securities which may be immediately
registered on Form S-3 pursuant to a request made under Section 2.3 hereof.


 


The Company shall not be obligated to effect,
or to take any action to effect, (a) any registration pursuant to Section 2.1(a) after the Company has initiated two (2) such
registrations (but not including any registration effected pursuant to Section 2.3), (b) any registration pursuant to Section 2.1(b)
after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3),
(c) any registration pursuant to Section 2.1(c) after the Company has initiated two (2) such registrations (but not including any
registration effected pursuant to Section 2.3), (d) any registration pursuant to Section 2.1(d) after the Company has initiated two
(2) such registrations (but not including any registration effected pursuant to Section 2.3), (e) any registration pursuant to
Section 2.1(e) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to
Section 2.3), (f) any registration pursuant to Section 2.1(f) after the Company has initiated two (2) such registrations (but not
including any registration effected pursuant to Section 2.3), (g) any registration pursuant to Section 2.1(g) after the Company has
initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), so long as such 2.1(a),
2.1(b), 2.1(c), 2.1(d), 2.1(e), 2.1(f) or 2.1(g) registrations (i) have been declared or ordered effective and have been pursuant to
which securities have been sold or (ii) have been withdrawn by the Holders (if the Holders have not elected to bear the Registration
Expenses pursuant to Section 2.4 hereof and would, absent such election, have been required to bear such expenses by Section
2.4).


 






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(i) Registration Statement. Subject to Section
2.1(h), the Company shall file a registration statement covering the Registrable Securities so requested to be registered under Section
2.1(a), 2.1(b), 2.1(c), 2.1(d), 2.1(e), 2.1(f), 2.1(g) or 2.3 as soon as practicable, and in any event within forty-five (45) days after
receipt of the request or requests of the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series
D Initiating Holders, Series E Initiating Holders, the Series F Initiating Holders or the Series G Initiating Holders, as applicable;
provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would
be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer
the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by
the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would
be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential
to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which
such disclosure would be seriously detrimental, provided that (except as provided in this clause (h) above) the Company may not defer
the filing for a period of more than ninety (90) days after receipt of the request of the Series A Initiating Holders, Series B Initiating
Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating Holders, the Series F Initiating Holders or the
Series G Initiating Holders, as applicable, and, provided further, that the Company shall not defer its obligation in this manner more
than once in any twelve (12) month period.


 


(j) Inclusion of Other Securities of the Company.
The registration statement filed pursuant to the request of the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating
Holders, Series D Initiating Holders, the Series E Initiating Holders, the Series F Initiating Holders or the Series G Initiating Holders,
as applicable, may, subject to the provisions of Sections 2.1(k) and 2.1(l) hereof, include other securities of the Company, with respect
to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company.


 






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(k) Underwriting. The right of any Holder
to registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest
of the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating
Holders, the Series F Initiating Holders or the Series G Initiating Holders, as applicable, and such Holder with respect to such participation
and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities
he or she holds.


 


(l) Procedures. If the Company shall request
inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request
inclusion in any registration pursuant to Section 2.1, the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating
Holders, Series D Initiating Holders, Series E Initiating Holders, the Series F Initiating Holders or Series G Initiating Holders, as
applicable, shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their
acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with
all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement
in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest
of the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating
Holders, the Series F Initiating Holders or the Series G Initiating Holders, as applicable, which underwriters are reasonably acceptable
to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such
underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Series A Initiating Holders,
Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating Holders, the Series F Initiating
Holders or the Series G Initiating Holders, as applicable. The securities so excluded shall also be withdrawn from registration. Any Registrable
Securities or other securities excluded in such manner shall also be withdrawn from such registration. If shares are so withdrawn from
the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors
pursuant to Section 2.1(m), then the Company shall offer to all Holders who have retained rights to include securities in the registration
the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with
such shares to be allocated among such Holders requesting additional inclusion in accordance with Section 2.1(l).


 






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(m) Priority on Demand Registration.
Notwithstanding any other provision of this Section 2.1, if the representative of the underwriters advises the Series A
Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, the Series E Initiating
Holders, the Series F Initiating Holders or the Series G Initiating Holders, as applicable, in writing that marketing factors
require a limitation on the number of shares to be underwritten, then the Series A Initiating Holders, Series B Initiating Holders,
Series C Initiating Holders, Series D Initiating Holders, the Series E Initiating Holders, the Series F Initiating Holders or the
Series G Initiating Holders, as applicable, shall so advise all Holders, and the number of shares to be included in the underwriting
or registration shall be allocated as follows: (i) in the case of a registration requested by Series G Initiating Holders, (A)
first, among all Series G Holders, (B) second, among all other Holders, including the Series A Initiating Holders, Series B
Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, Series E Initiating Holders and Series F Initiating
Holders, as applicable, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company requested
for inclusion by the Holders and (C) third, to any other Common Shares of the Company (including Common Shares issued or issuable
upon conversion of any currently unissued series of Preferred Shares) or other securities of the Company (collectively, the
 “Other Shares”), (ii) in the case of a registration requested by Series F Initiating Holders, (A) first, among all
Series F Holders, (B) second, among all other Holders, including the Series A Initiating Holders, Series B Initiating Holders,
Series C Initiating Holders, Series D, Series E Initiating Holders and Series G Initiating Holders, as applicable, in proportion (as
nearly as practicable) to the amount of Registrable Securities of the Company requested for inclusion by the Holders and (C) third,
to the Other Shares, (iii) in the case of a registration requested by Series E Initiating Holders, (A) first, among all Series E
Holders, (B) second, among all other Holders, including the Series A Initiating Holders, Series B Initiating Holders, Series C
Initiating Holders, Series D Initiating Holders, Series F Initiating Holders and Series G Initiating Holders, as applicable, in
proportion (as nearly as practicable) to the amount of Registrable Securities of the Company requested for inclusion by the Holders
and (C) third, to any other Common Shares of the Company (including Common Shares issued or issuable upon conversion of any
currently unissued series of Preferred Shares) or the Other Shares, (iv) in the case of a registration requested by Series D
Initiating Holders, (A) first, among all Series D Holders, (B) second, among all other Holders, including the Series A Initiating
Holders, Series B Initiating Holders, Series C Initiating Holders, Series E Initiating Holders, Series F Initiating Holders and
Series G Initiating Holders, as applicable, in proportion (as nearly as practicable) to the amount of Registrable Securities of the
Company requested for inclusion by the Holders and (C) third, to the Other Shares and (v) in any other case, (A) first, among all
Holders, including, without limitation, the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders,
Series D Initiating Holders, Series E Initiating Holders, Series F Initiating Holders or Series G Initiating Holders, as applicable,
in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company requested for inclusion by the
Holders and (B) second, to any Other Shares. In the case of clauses (i), (ii), (iii), (iv) and (v) above, the Other Shares shall be
excluded first, pro rata based on the number of shares held by each Holder thereof, and then, in the event of the complete exclusion
of Other Shares from such registration, if the aggregate number of Registrable Securities cannot be so included as a result of such
limitations, the remaining Registrable Securities shall be excluded, pro rata based on the number of shares held by each Holder
thereof.


 


2.2 Company Registration.


 


(a) If the Company shall determine to register
any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely
to employee benefit plans, or a registration relating solely to a Rule 145 transaction, the Company will:


 


(i) promptly give to each Holder written
notice thereof; and


 


(ii) use its best efforts to
include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in
Section 2.2(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request
or requests, made by any Holder and received by the Company within twenty (20) days after the written notice from the Company
described in clause (i) above is delivered by the Company. Such written request may specify all or a part of a Holder’s
Registrable Securities.


 






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(b) Underwriting. If the registration of
which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders
as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant
to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate
therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected by the Company. If any person does not agree to the terms of any such underwriting, he or
she shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration
and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing
factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to
include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting additional inclusion in accordance with this Section 2.2.


 


(c) Priority on Company Registrations. Notwithstanding
any other provision of this Section 2.2, if the representative of the underwriters advises the Company in writing that marketing
factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth
below) exclude the Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and
underwriting as set forth below:


 


(i) Initial Public Offering. If
the registration is the first Company-initiated registered offering of the Company’s securities to the general public, the Company
may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in
the registration by the Company’s Stockholders (including the Holders), provided, that (i) first, the securities the Company
proposes to sell shall be included, (ii) second, the Registrable Securities, if any, requested to be included in the registration
shall be included, pro rata among the Holders of such Registrable Securities on the basis of the number of shares each such Holder requested
to be included in the registration, and (iii) third, Other Shares shall be included, pro rata among the holders of such Other Shares
on the basis of the number of Other Shares each such holder requested to be included in the registration.


 


(ii) Subsequent
Offering. If such registration is a subsequent Company-initiated registered offering of the Company’s securities to the
general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the
registration by the Company’s Stockholders (including the Holders); provided, that (i) first, the securities the Company
proposed to sell shall be included, (ii) second, Registrable Securities requested to be included in the registration shall be
included, pro rata among the Holders of such Registrable Securities on the basis of the number of shares each such Holder requested
to be included in the registration and (iii) third, Other Shares, pro rata among the holders of such Other Shares on the basis of
the number of Other Shares each such holder requested to be included in the registration; provided, that, the Holders shall
be entitled to register at least twenty-five percent (25%) of the securities to be included in any such registration.


 






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2.3 Registration on Form S-3.


 


(a) After its initial public offering, the Company
shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company
has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2, any
Holders shall have the right to request registrations on Form S-3 or any similar short form registration (such requests shall be in
writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such
shares by such Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration if:
(i) the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $5,000,000;
(ii) in a given twelve (12) month period, after the Company has effected one such registration in any such period pursuant to this Section
2.3(a); (iii) the registration is in any jurisdiction in which the Company would be required to qualify to do business or execute a general
consent to service of process to effect such registration; or (iv) after the Company has effectuated five such registrations.


 


(b) If a request complying with the requirements
of Section 2.3 (a) hereof is delivered to the Company, the provisions of Sections 2.1(a)(i) and (ii), Section 2.1(b)(i) and (ii),
Section 2.1(c)(i) and (ii), Section 2.1(d)(i) and (ii), Section 2.1(e)(i) and (ii), Section 2.1(f)(i) and (ii), Section 2.1(g)(i)
and (ii) and Section 2.1(h) hereof shall apply to such registration. If the registration is for an underwritten offering, the provisions
of Sections 2.1(i), 2.1(j), 2.1(k), 2.1(l) and 2.1(m) hereof shall apply to such registration.


 


2.4 Expenses of
Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to
Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company; provided, however, that if the Holders bear the Registration
Expenses for any registration proceeding begun pursuant to Section 2.1 and subsequently withdrawn by the Holders registering
shares therein, such registration proceeding shall not be counted as a requested registration pursuant to Section 2.1 hereof,
except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from
the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time
of their request for registration under Section 2.1, in which event such registration shall not be treated as a counted
registration for purposes of Section 2.1 hereof, even though the Holders do not bear the Registration Expenses for such
registration. All Selling Expenses relating to securities so registered shall be borne by the Holders of such securities pro rata on
the basis of the number of shares of securities so registered on their behalf.


 






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2.5 Registration Procedures. In the case
of each registration effected by the Company pursuant to this Section 2, the Company will keep each Holder participating in such
registration advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company
will use its best efforts to:


 


(a) Keep such registration effective for a period
of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement
relating thereto, whichever first occurs; provided, however, that (i) such one hundred twenty (120) day period shall be extended
for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request
of an underwriter of Common Shares (or other securities) of the Company; and (ii) in the case of any registration of Registrable
Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such one hundred twenty (120) day period
shall be extended to a period of one year;


 


(b) Prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary
to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;


 


(c) Furnish such number of prospectuses and other
documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;


 


(d) Notify each Holder covered by such registration
statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading
or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller
a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances
then existing;


 


(e) Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;


 


(f) Provide a transfer agent and registrar for
all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities,
in each case not later than the effective date of such registration;


 


(g) In connection with
any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof, the Company will enter
into an underwriting agreement reasonably necessary to effect the offer and sale of the Registrable Securities, provided such
underwriting agreement contains customary underwriting provisions and provided further that if the underwriter so requests the
underwriting agreement will contain customary contribution provisions;


 






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(h) Furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to
the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of
such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration
of Registrable Securities;


 


(i) Register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by
the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business
or to file a general consent to service of process in any such states or jurisdictions;


 


(j) Promptly notify the Holders and the underwriters,
if any, of the following events and (if requested by any such persons) confirm such notification in writing: (i) the filing of the prospectus
or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to
the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such document; (ii) any requests
by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (iii) the
issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation
of any proceedings for that purpose; and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;


 


(k) Cause all such Registrable Securities to be
listed on each securities exchange on which the same class of securities issued by the Company is then listed;


 


(l) Except in the case of any registration of Registrable
Securities on Form S-3 that is not an underwritten offering, enter into such customary agreements (including, without limitation, underwriting
agreements in customary form) and take all such other actions as shall be necessary or customary in order to expedite or facilitate the
disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);


 






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(m) Except in the case
of any registration of Registrable Securities on Form S-3 that is not an underwritten offering, make available for inspection by any
Holder, any underwriter participating in any disposition pursuant to the registration statement and any attorney, accountant or
other agent retained by any such Holder or underwriter (“Inspectors”), all financial and other records, pertinent
corporate documents and properties of the Company in each case that are relevant to such registration statement
(“Records”), and cause the Company’s officers, directors, employees and independent accountants to supply all
relevant information reasonably requested by any such Inspector in connection with the registration statement; provided that the
Company shall not be required to comply with this Section 2.5(m) to the extent there is a reasonable likelihood, in the reasonable
judgment of the Company, that such delivery could result in the loss of any attorney-client privilege related thereto; and provided
further that Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are
confidential shall be used only in connection with such registration, and shall be kept confidential and shall not be disclosed by
the Inspectors (other than to any Holder) unless (i) such Records have become generally available to the public or (ii) the
disclosure of such Records may be necessary or appropriate (A) in compliance with any law, rule, regulation or order applicable to
any such Inspector or Holder, (B) in response to any subpoena or other legal process or (C) in connection with any litigation to
which any such Inspector or Holder is a party; provided, that prior notice be provided as soon as practicable to the Company of the
potential disclosure of any information by such Inspector pursuant to this clause to permit the Company to obtain a protective order
(or waive the provisions of this clause) and that such Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation
of the rights and interests of the Holder or any Inspector;


 


(n) Permit any Holder to participate in the preparation
of such registration or comparable statement and to require the insertion therein of material furnished to the Company in writing relating
to such Holder or its plan of distribution, which in the reasonable judgment of the Holder and its counsel should be included;


 


(o) Make every commercially reasonable effort to
prevent the entry of any order suspending the effectiveness of the registration statement and, in the event of the issuance of any such
stop order, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any security
included in such registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable best efforts promptly
to obtain the withdrawal of such order;


 


(p) Use its commercially reasonable best efforts
to cause such Registrable Securities covered by the registration statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Securities;


 


(q) Cooperate with the selling Holders and the
underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold
and not bearing any restrictive legends, and enable such Registrable Securities to be in such lots and registered in such names as the
underwriters may request at least two (2) business days prior to any delivery of Registrable Securities to the underwriters; and


 






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(r) Except in the case of a registration of Registrable
Securities on Form S-3 that is not an underwritten offering, obtain an opinion from the Company’s counsel and a “cold comfort”
letter from the Company’s independent public accountants who have certified the Company’s financial statements included or
incorporated by reference in the registration statement, in each case dated the effective date of the registration statement (and if such
registration involves an underwritten offering, a bring-down “cold comfort” letter dated the date of the closing under the
underwriting agreement), in customary form and covering such matters as are customarily covered by such opinions and “cold comfort”
letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the managing
underwriters, if any, and to the Holders of a majority of the Registrable Securities participating in the offering, and furnish to each
Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Holder and underwriter.


 


2.6 Indemnification.


 


(a) The Company will indemnify each Holder, each
of its officers, directors, partners, employees, members, legal counsel, accountants and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant
to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of
the Securities Act, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, arising out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein, not misleading, or any violation by the Company
of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its
officers, directors, partners, employees, members and each person controlling such Holder, each such underwriter and each person who controls
any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending
any such claim, loss, damage, liability or action; provided that, the Company will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly
executed by such Holder or underwriter and stated to be specifically for use therein.


 


(b) Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance
is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling
such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will
reimburse the Company, such Holders, such directors, officers, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder, and stated to be specifically for use therein; provided, however, that
the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or
liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder; and provided
further that the obligations of each such Holder hereunder shall be limited to an amount equal to the net proceeds after
expenses and commissions to such Holder from Registrable Securities sold in such offering. 


 






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(c) Each party entitled to indemnification under
this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying
Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that, counsel for
the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided
further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend
against such claim or litigation is impaired as a result of such failure to give notice.  No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.


 


(d) If the
indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the
Indemnified Party on the one hand and of the Indemnifying Party on the other in connection with the actions or omissions that
resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided,
that in no event shall any contribution by a Holder under this subsection 2.6(d) exceed the net proceeds (after expenses and
commissions) from the offering received by such Holder. The relative fault of the Indemnifying Party and of the Indemnified Party
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the
parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or
omission.


 






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2.7 Information by Holder. Each Holder shall
furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably
request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in
this Section 2.


 


2.8 Limitations on Registration of Issues of
Securities. From and after the date of this Agreement, the Company shall not, without the prior written consent of holders of a majority
of the Preferred Shares, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder
or prospective holder any registration rights the terms of which are equal to or more favorable than the registration rights granted to
the Holders hereunder.


 


2.9 Rule 144 Reporting. With a view
to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to use its best efforts to:


 


(a) Make and keep public information regarding
the Company available as those terms are understood and defined in Rule 144 under the Securities Act;


 


(b) File with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become
subject to such reporting requirements;


 


(c) So long as a Holder owns any Registrable Securities,
furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements
of Rule 144, and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements),
a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.


 


2.10 “Market
Stand-Off” Agreement. If requested by the Company and an underwriter of Common Shares (or other securities) of the
Company, a Holder shall not sell or otherwise transfer or dispose of any Common Shares (or other securities) of the Company held by
such Holder (other than those included in the registration) for no more than 180 days from the effective date of the first
registration of the Company’s securities, including securities to be sold on its behalf to the public in an underwritten
offering; provided, however, that all executive officers, directors and one percent (1%) or greater stockholders (calculated
on an as-converted, as-if-exercised basis) of the Company must enter into similar lock-up agreements as well. The Company agrees to
use its best efforts to negotiate an underwriting agreement and individual lock-up agreements that provide for pro rata release from
the lock-up such that, if (i) the Chief Executive Officer of the Company, (ii) the Named Executive Officers of the Company so named
in the registration statement under which such Common Shares (or other securities) are registered, (iii) a Director of the Company
or (iv) any stockholder holding greater than five percent (5%) of the outstanding capital stock of the Company is wholly or
partially released from the lock-up, each Holder shall be similarly released to the same extent pro rata in accordance with such
party’s holdings.


 






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The obligations described in this Section 2.10
shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may
be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms
that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares (or securities)
subject to the foregoing restriction until the end of such one hundred eighty (180) day period.


 


Each Holder further agrees to execute such agreements
as may be reasonably requested by the underwriters in the Company’s initial public offering under the Securities Act that are consistent
with this Section 2.10 or that are necessary to give further effect thereto.


 


2.11 Delay of Registration. No Holder shall
have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might
arise with respect to the interpretation or implementation of this Section 2.


 


2.12 Termination of Registration Rights.
The right of any Holder to request registration or inclusion in any registration pursuant to Section 2.1, 2.2 or 2.3 shall terminate
upon the earlier of (i) all shares of Registrable Securities held or entitled to be held upon conversion by such Holder may immediately
be sold under Rule 144 within a ninety (90) day period for any continuous one hundred and eighty day (180) day period so long as
the Company has completed a Qualified Public Offering, or (ii) the expiration of seven (7) years after the closing of a Qualified Public
Offering.


 


SECTION
3


 


General Prohibition on Transfers; Permitted Transfers


 


3.1 Transfer Restriction. No Stockholder
shall directly or indirectly sell, exchange or otherwise transfer to any person any Shares unless (i) such Stockholder has complied with
all of the terms of this Agreement, including, without limitation, Section 4.1, if applicable; and (ii) as a condition precedent to such
transfer, the transferee becomes a party to this Agreement by executing a copy of this Agreement, which such execution shall provide such
transferee with all of the rights and obligations of a Stockholder hereunder. Any purported sale, exchange or other transfer in violation
of any provision of this Agreement shall be void and ineffectual and shall not operate to transfer any interest or title to the purported
transferee.


 


3.2 Restrictive Legends. Each certificate
representing the Shares shall be stamped or otherwise imprinted with a legends in substantially the following forms:


 






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(a) “THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE
COMPANY IS PROVIDED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.”


 


(b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTORS’ RIGHTS AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE TRANSFER OF THE
SECURITIES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SECURITIES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND
BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH INVESTORS’ RIGHTS AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”


 


3.3 Notice of Proposed Transfer. Notwithstanding
the requirements of Section 4.1, prior to any proposed transfer of any Shares, unless there is in effect a registration statement under
the Securities Act covering the proposed transfer, such Stockholder shall give written notice to the Company of such Stockholder’s
intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient
detail, and shall be accompanied (except in the case of Permitted Transfers) by either (a) a written opinion of legal counsel who shall
be reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form and substance to the Company’s
counsel, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act, or (b)
such other showing that may be reasonably satisfactory to legal counsel to the Company, whereupon the holder of such Shares shall be entitled
to transfer such Shares in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that
no opinion or “No Action” letter need be obtained with respect to a Permitted Transfer provided that, in all such cases, written
notice thereof is promptly given to the Company, the transfer complies with the terms and conditions of this Agreement and the transferee
agrees to be bound by the provisions of this Agreement. Each certificate evidencing the Shares transferred as above provided shall bear
the appropriate restrictive legends set forth in Section 3.2 above, except that such certificate shall not bear the restrictive legend
contained in Section 3.2(a) if in the opinion of counsel for the Company such legend is not required in order to establish compliance
with any provisions of the Securities Act.


 


SECTION
4


 


Co-Sale; Right of First Offer


 


4.1 Grant; Notice.


 


(a) In the event a
Co-Sale Stockholder proposes to sell, transfer or otherwise dispose of (a “Transfer”) any of such Co-Sale
Stockholder’s Shares (the “Co-Sale Shares”) to any proposed purchaser or transferee (a “Transferee”),
each of the other Co-Sale Stockholders (the “Non-Selling Holders”) shall have a right of co-sale on the terms
described in Section 4.2 to sell such Non-Selling Holder’s Co-Sale Pro Rata Share (as defined in Section 4.2(b)
below) of such Co-Sale Shares; provided, however, that such right of co-sale shall be triggered only in the event that the Company
and/or the Company’s stockholders do not first purchase such Co-Sale Shares subject to any existing rights of first refusal;
and provided, further, that such Transfer is not excepted from the provisions of this Section 4.1 pursuant to Section 4.5.


 






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(b) Immediately upon the expiration or waiver of
any existing right of first refusal in favor of the Company and/or the Company’s stockholders with respect to the Co-Sale Shares,
the Co-Sale Stockholder shall deliver a notice (the “Notice”) to each Non-Selling Holder and to the Company stating, in reasonable
detail, (i) his or her bona fide intention to Transfer such Co-Sale Shares, (ii) the number of such Co-Sale Shares to be Transferred,
(iii) the price and material terms and conditions upon which the proposed Transfer is to be made, (iv) the identity of the Transferee
and (v) all other information reasonably necessary to fully describe the proposed Transfer. The Notice shall include a copy of any
written proposal or letter of intent or other agreement relating to the proposed Transfer.


 


(c) Within 30 days after delivery of the Notice,
each Non-Selling Holder shall indicate in writing to the Co-Sale Stockholder, the Company and each other Non-Selling Holder whether it
elects to exercise its co-sale right as provided in Section 4.2 below and the number of shares such Non-Selling Holder elects
to sell (the “Purchaser Election Notice”). Any Non-Selling Holder’s failure to deliver a Purchaser Election Notice with
respect to such Co-Sale Shares within such 30-day period shall be automatically deemed to be a delivery of a Purchaser Election Notice
indicating such Non-Selling Holder’s election not to exercise any co-sale rights with respect to the proposed Transfer.


 


(d) In the event that the Company assigns its right
of first refusal under Section 5.06 of the Company’s Amended and Restated Bylaws, as amended, as permitted by clause (c) of such
Section 5.06, the Company shall assign such right to all Qualified Preferred Stockholders on a pro rata basis. For purposes of the foregoing,
the Company shall assign its right of first refusal to each Qualified Preferred Stockholder with respect to that number of shares of capital
stock equal to the product obtained by multiplying (i) the aggregate number of shares of each class or series of capital stock for
which the Company is assigning its right of first refusal by (ii) a fraction, (1) the numerator of which is the number of shares
of capital stock (on an as-converted basis) held by such Qualified Preferred Stockholder, and (2) the denominator of which is the total
number of shares of capital stock (on an as-converted basis) held by all Qualified Preferred Stockholders.


 






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4.2 Right of Co-Sale.


 


(a) Any Non-Selling Holder who timely
delivers a Purchaser Election Notice pursuant to Section 4.1(c) above indicating an election to exercise such Non-Selling
Holder’s right of co-sale with respect to the Transfer referred to by the Notice and the number of shares such Non-Selling
Holder elects to sell (up to such Non-Selling Holder’s Co-Sale Pro Rata Share), shall have the right to sell to the
Transferee all or any part of that number of Preferred Shares of Common Shares held by it equal to its Co-Sale Pro Rata Share of
the Co-Sale Shares subject to the Notice and on the terms and conditions set forth in the Notice. Notwithstanding the foregoing, to
the extent the Transferee requires that the Co-Sale Shares to be purchased be Common Shares, Series A-2 Preferred Shares, Series B-2
Preferred Shares, Series C-2 Preferred Shares, Series D-2 Preferred Shares, Series E-2 Preferred Shares, Series F-2 Preferred
Shares or Series G Preferred Shares, each Non-Selling Holder’s right of co-sale shall be contingent upon the ability of such
Non-Selling Holder to sell Common Shares, Series A-2 Preferred Shares, Series B-2 Preferred Shares, Series C-2 Preferred Shares,
Series D-2 Preferred Shares Series E-2 Preferred Shares, Series F-2 Preferred Shares or Series G Preferred Shares, as the case may
be. To the extent one or more of the Non-Selling Holders exercises such right of co-sale in accordance with the terms and conditions
set forth herein, the number of shares of Co-Sale Shares that such Co-Sale Stockholder may sell in the Transfer shall be
correspondingly reduced. If the consideration to be paid by the Transferee is of a nature that cannot be given to such Non-Selling
Holder, then such Non-Selling Holder shall have the right to sell its Co-Sale Pro Rata Share of the Co-Sale Shares subject to
the Notice to the Co-Sale Stockholder at the fair market value per share of such consideration as reasonably determined by the Board
of Directors of the Company acting in good faith. To the extent that any prospective Transferee refuses to purchase shares or other
securities from any Non-Selling Holder exercising its right of co-sale hereunder or to the extent the Co-Sale Stockholder wishes
to delay the purchase of shares or other securities from the Non-Selling Holder, the Co-Sale Stockholder shall not sell to such
prospective Transferee any securities unless and until, simultaneously with such sale, the Co-Sale Stockholder shall purchase such
shares or other securities from such Non-Selling Holder for the same consideration and on the same terms and conditions as the
proposed Transfer described in the Notice.


 


(b) Each Non-Selling Holder’s “Co-Sale
Pro Rata Share” for purposes of the right of co-sale hereunder is that number of Common Shares equal to the product obtained
by multiplying (i) the aggregate number of Common Shares (on an as-converted, as-exercised basis) covered by the Notice by (ii) a
fraction, (1) the numerator of which is the number of Common Shares (on an as-converted, as-exercised basis) held by such Non-Selling
Holder at the time of the Transfer, and (2) the denominator of which is the total number of Common Shares (on an as-converted, as-exercised
basis) held by such Co-Sale Stockholder and all Non-Selling Holders at the time of the delivery of the Notice.


 


4.3 Transfer of Shares by Co-Sale Stockholder.
Subject to (a) any right of first refusal in favor of the Company and/or any stockholders of the Company and (b) the right of co-sale
contained in Section 4.2, the Co-Sale Stockholder may, not later than 90 days following delivery of the Notice, conclude a Transfer
of any or all of the Co-Sale Shares covered by the Notice less any securities sold or to be sold to the Transferee by a Non-Selling Holder
pursuant to Section 4.2(a) above, on terms and conditions the same or substantially the same as those described in the Notice. The rights
of co-sale contained in Section 4.2 shall be binding upon any Transferee of Co-Sale Shares other than a Transferee acquiring Co-Sale
Shares in a transaction which complies with this Section 4.


 


4.4 Termination of Rights of Co-Sale.
Notwithstanding anything in this Agreement to the contrary, this Section shall terminate on the earliest of (i) the closing of the
Company’s Qualified Public Offering or (ii) the closing of an Asset Transfer or Acquisition (as such terms are defined in the
Company’s Twelfth Amended and Restated Certificate of Incorporation).


 






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4.5 Exceptions.


 


(a) Notwithstanding anything to the contrary in
this Agreement, any Co-Sale Stockholder may transfer all or part of his Co-Sale Shares without first complying with the provisions of
Sections 4.1 through 4.3 above to: (i) such Co-Sale Stockholder’s ancestors, descendants, siblings or spouse, any executor
or administrator of his estate or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary primarily
for the account of such Co-Sale Stockholder or his ancestors, descendants, siblings or spouse, (ii) any executor or other fiduciary
primarily for the account of a non-profit organization or directly to a non-profit organization, (iii) if such Co-Sale Stockholder is
an entity, to any of its affiliates, or (iv) the recipient of any other Permitted Transfer (each, an “Exempted Transferee”);
provided, however, that this Agreement shall be binding upon each such Exempted Transferee and, prior to the completion of such
transfer, each Exempted Transferee or his or its legal representative shall have executed documents in form and substance reasonably satisfactory
to the Company, evidenced by their written acknowledgment of such satisfaction, assuming the obligations of the Co-Sale Stockholder under
this Agreement with respect to the transferred shares. Such transferred shares shall remain “Co-Sale Shares” hereunder, and
references to a “Co-Sale Stockholder” hereunder shall be deemed thereafter to apply to and include the transferor or transferees
of any such shares.


 


4.6 Right of First Offer.


 


(a) The Company hereby grants to each Qualified
Preferred Stockholder a right of first offer with respect to future sales by the Company of its Securities (as hereinafter defined). A
Qualified Preferred Stockholder shall be entitled to apportion the right of first offer hereby granted it among itself and its partners
and affiliates in such proportions as it deems appropriate.


 


(b) Each time the Company proposes to offer any
shares of or securities convertible into or exercisable for any shares of any class of its capital stock (the “Securities”),
the Company shall first make an offering of such Securities to each Qualified Preferred Stockholder in accordance with the following provisions
and subject to applicable securities laws:


 


(i) The Company shall deliver a notice
(the “Offer Notice”) to the Qualified Preferred Stockholders stating (i) its bona fide intention to offer such Securities,
(ii) the number of Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Securities.


 


(ii) By written notification received
by the Company within twenty (20) days after giving of the Offer Notice, each Qualified Preferred Stockholder may elect to purchase or
obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such Securities which equals the proportion
that the number of Shares issued and held by such Qualified Preferred Stockholder, on an as-converted, as exercised basis, bears to the
total number of Shares of the Company then outstanding on an as-converted, as-exercised basis (the “Proportionate Share”).


 


(iii) If all shares which Qualified
Preferred Stockholders are entitled to obtain pursuant to subsection 4.6(b)(ii) above are not elected to be obtained, the Company
may, during the ninety (90) day period following the expiration of the period provided in subsection 4.6(b)(ii) above, offer the
remaining unsubscribed portion of such shares to any person or persons at a price not less than and upon terms no more favorable to
the offeree than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Securities
within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such Securities shall not be offered unless first reoffered to the Qualified Preferred
Stockholders in accordance herewith.


 






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(iv) The right of first offer in this
Section 4.6 shall not be applicable to (i) the issuance or sale of Securities (or options therefor) granted to employees, directors or
consultants of the Company pursuant to a stock option plan unanimously approved by the Board, (ii) the issuance of securities pursuant
to the conversion or exercise of convertible or exercisable securities, (iii) the issuance or sale of Securities (or options therefor)
to lending or leasing institutions approved by the Board in connection with the Company’s senior, secured debt or equipment leasing
provided that such Common Shares issued or issuable do not exceed five percent (5%) of the capital stock of the Company, measured on an
as-converted, as-exercised basis, as of the date of this Agreement, (iv) the issuance of Securities in connection with a bona fide business
acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, in each case,
approved by the Board of Directors, (v) the issuance of Securities in the initial public offering of the Company’s capital stock,
(vi) the issuance of Series E-2 Preferred Shares or Series G Preferred Shares (and Common Shares issuable upon conversion of such Series
E-2 Preferred Shares or Series G Preferred Shares) pursuant to the warrant, issued to Biosense Webster, Inc. on September 28, 2018, or
(vii) the issuance of Series G Preferred Shares pursuant to the Series G Preferred Stock Purchase Agreement (2016) or the Series G Preferred
Stock Purchase Agreement (2020).


 


(v) The right of first offer will terminate
(i) at, and pursuant to, a Qualified Public Offering, or (ii) the closing of any Acquisition or Asset Transfer (as such terms are defined
in the Twelfth Amended and Restated Certificate of Incorporation of the Company).


 


SECTION
5



 


COVENANTS


 


5.1 Financial and Other Information. The
Company hereby covenants and agrees to furnish the following reports to each Qualified Preferred Stockholder:


 


(a) As soon as practicable after the end of
each fiscal year of the Company, and in any event within ninety (90) days thereafter, an audited consolidated balance sheet of the
Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the
Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles
(“GAAP”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal
year, all in reasonable detail and certified by independent public accountants of recognized national standing selected by the
Company;


 






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(b) As soon as practicable after the end of the
first, second, and third quarterly accounting periods in each fiscal year of the Company, and in any event within thirty (30) days thereafter,
(i) an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period,
and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year
to date, prepared in accordance with GAAP consistently applied and setting forth in comparative form (A) the figures for the corresponding
periods of the previous fiscal year and (B) the Company’s current budget (including any amendments to the Budget as approved by
the Board of Directors), subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and certified by
the principal financial or accounting officer of the Company, except that such financial statements need not contain the notes required
by GAAP;


 


(c) Within thirty (30) days of the end of each
month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such month, and consolidated
statements of income and cash flows of the Company and its subsidiaries for such period, prepared in accordance with GAAP consistently
applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, subject to changes
resulting from normal year-end audit adjustments, all in reasonable detail and certified by the principal financial or accounting officer
of the Company, except that such financial statements need not contain the notes required by GAAP;


 


(d) Prior to the beginning of each fiscal year,
an annual financial plan of the Company, set forth by fiscal quarter, which financial plan shall have been approved by the Board of Directors;


 


(e) Promptly upon becoming available, copies of
all audit reports prepared for or delivered to the management of the Company by its outside accountants;


 


(f) Promptly, from time to time, such other information
(in writing if so requested) regarding the assets and properties and operations, business affairs and financial condition of the Company
as may be reasonably requested;


 


(g) Promptly, upon any proposed Asset Transfer
or an Acquisition or an initial public offering of the Company’s securities, notice of such transaction and any agreements or documents
relating thereto, in which case the Qualified Preferred Holder will be afforded five (5) calendar days to review and comment on such agreements
or documents (and the Qualified Preferred Holder may, at its own expense, retain its own counsel in connection therewith); and


 


(h) Promptly following such time as the Company
does not have sufficient operating capital to operate the Company in a manner similar to its then-current operations for a period of at
least sixty (60) days, notice of such fact.


 


5.2 Visitation and Observer Rights. In
addition to any rights of inspection afforded stockholders by statute, and so long as Preferred Shares are outstanding, the Company
shall permit each Qualified Preferred Stockholder to visit and inspect the Company’s properties, to examine its books of
account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such times as
reasonably may be requested by the Holder.


 






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5.3 Board Visitation Rights.


 


(a) So long as Ysios is a Qualified Preferred Stockholder
for purposes of Sections 5.1 and 5.2 of this Agreement, Ysios shall have a right to send a visitor who will not be a member of the Board
of Directors to all meetings of the Board of Directors, except that the visitor may be excluded from access to any material or meeting
or portion thereof if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client
privilege, to protect highly confidential proprietary information, or for other similar reasons. The Company will reimburse the reasonable
travel expenses of the visitor to attend regularly scheduled in-person meetings of the Board of Directors, up to a maximum of $10,000
per year.


 


(b) So long as Action Potential Venture Capital
Limited or its affiliates (“APVC”) continues to hold at least 8,750,000 Series G Preferred Shares, APVC shall have a right
to send a visitor who will not be a member of the Board of Directors to all meetings of the Board of Directors, except that the visitor
may be excluded from access to any material or meeting or portion thereof if the Company believes, upon advice of counsel, that such exclusion
is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other
similar reasons.


 


(c) So long as Hatteras Venture Partners or its
affiliates (“HVP”) continues to hold at least 8,000,000 Series G Preferred Shares, HVP shall have a right to send a visitor
who will not be a member of the Board of Directors to all meetings of the Board of Directors, except that the visitor may be excluded
from access to any material or meeting or portion thereof if the Company believes, upon advice of counsel, that such exclusion is reasonably
necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other similar reasons.


 


5.4 EIF Audit Rights. A portion of the investment
made by Coöperatieve Gilde Healthcare IV U.A. (“Gilde”) originated from the European Recovery Program –
EIF Facility. EIF and its co-investors will have the right to audit the use by Gilde of the contributions to Gilde by examining the Company’s
relevant books and documents at reasonable times upon reasonable notice. The audit may be conducted either in person by the EIF or by
a duly authorized third party. Additionally, the Company shall provide Gilde specific information (e.g., headcount information) required
by the EIF upon request.


 


5.5 Directors and Officers Insurance; Expenses.
The Company hereby covenants that it currently has and shall retain in full force and effect one or more policies of directors and officers
insurance, covering all directors and officers of the Company, issued by insurers of recognized responsibility, insuring against such
losses and risks, and in such amounts, as are customary in the case of corporations of established reputation engaged in a comparable
business. The Company will reimburse the members of the Board of Directors for all reasonable out-of-pocket expenses incurred in attending
board meetings and other pre-authorized actions associated with the performance of their duties.


 






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5.6 Indemnification. The Certificate of
Incorporation or Bylaws of the Company shall at all times provide for the exculpation and indemnification of the Board to the fullest
extent permitted by law of the jurisdiction in which the Company is organized, which provisions shall not be amended except as required
by applicable law or except to make changes permitted by law that would enlarge the right of indemnifications of the Board.


 


5.7 Warrants. The Company hereby covenants
that it will issue no warrants or other instruments exercisable for or convertible into Preferred Shares.


 


5.8 Non-Competition Agreements; Confidentiality
and Inventions Agreements. The Company shall enter into non-competition agreements with each future officer and employee with scientific,
technical, managerial and/or operational responsibility in a form that is standard for a comparable business. The Company shall enter
into non-disclosure and non-solicitation provisions with each future officer and employee in a form that is standard for a comparable
business. The Company shall enter into agreements with each future officer and employee with scientific, technical, managerial and/or
operational experience containing provisions assigning all intellectual property rights to the Company in a form that is standard for
a comparable business. Notwithstanding the foregoing, as it relates to the Company’s employees outside of the United States, the
Company’s obligations above shall be limited to taking reasonable efforts to obtain such agreements and shall not require the Company
to request any agreements that do not comply with applicable local laws.


 


5.9 Independent Accountants. The Company
shall continue to retain independent public accountants of recognized national standing who shall audit the Company’s financial
statements at the end of each fiscal year. In the event the services of the independent public accountants so engaged, or any firm of
independent public accountants hereafter engaged by the Company, are terminated, the Company will promptly thereafter engage another firm
of independent public accountants of recognized national standing.


 


5.10 Insurance. The Company shall continue
to maintain valid policies of insurance with respect to its properties and business of the kinds and in the amounts not less than is customarily
obtained by corporations engaged in the same business and similarly situated, including, without limitation, workers compensation insurance
and insurance against casualty loss, public liability, libel, slander, defamation, advertising injury and other risks.


 


5.11 Reservation of Common Shares. The Company
shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the
conversion of the Preferred Shares, such number of Common Shares as shall from time to time be sufficient to effect the conversion of
all outstanding Preferred Shares; and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect
the conversion of all then outstanding Preferred Shares, in addition to such other remedies as shall be available to the Preferred Stockholders,
the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued
Common Shares to such number of shares as shall be sufficient for such purposes, including, without limitation, using its best efforts
to obtain the requisite stockholder approval of any necessary amendment to the Company’s Certificate of Incorporation.


 






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5.12 Use of Proceeds. The Company currently
intends to use the proceeds from the sale of the Series G Preferred Shares for:


 


(i) Completing the Company’s U.S.
heart failure IDE trial and data analysis for FDA;


 


(ii) Commercializing the Company’s
heart failure and hypertension products; and


 


(iii) Such other priorities to be determined
through consultation with the Board of Directors.


 


Without limiting the foregoing, none of the proceeds
of the offering of Series G Preferred Shares will be used to purchase or carry (or refinance any borrowing the proceeds of which were
used to purchase or carry) any “security” within the meaning of the Securities Act, except as permitted by any investment
policy approved by the Board of Directors of the Company. Notwithstanding the foregoing, the parties acknowledge that if, after the Company
has exercised its reasonable efforts to accomplish the priorities described above (including adjusting its head count and other variable
costs as appropriate to achieve such objectives), the Company’s Board of Directors determines in good faith, after consultation
with its financial advisors and outside counsel, that it would constitute a breach of fiduciary duty under applicable law for the Board
of Directors to authorize the Company to continue to use the proceeds from the sale of the Series G Preferred Shares for the priorities
described above due to reasons other than the Company’s failure to use reasonable efforts to accomplish such priorities, the Board
of Directors may determine alternative uses of the proceeds.


 


5.13 Future Co-Sale Rights. The Company
hereby covenants that as a condition of the future sale of its Common Shares or Preferred Shares, it will require that any stockholder
who purchases at least 500,000 Common Shares or Preferred Shares execute this Agreement, as such may be amended from time to time and
to the extent such stockholder is not already a party hereto, in order that such stockholder becomes subject to the co-sale rights contained
in Sections 4.1 through 4.4.


 


5.14 Termination of Covenants. The covenants
provided in this Section 5, other than Section 5.15 below, shall terminate unless earlier terminated in accordance with their terms upon
the earlier of: (i) the closing of a Qualified Public Offering when, as a result thereof, the Company is subject to the periodic reporting
requirements of the Exchange Act or (ii) the closing of any Asset Transfer or Acquisition.


 


5.15 SBA Matters.


 


(a) For a period of one year following the date
hereof, the Company shall not change the nature of its business activity if such change would render the Company ineligible as provided
in 13 C.F.R. Section 107.720.


 


(b) So long as any Stockholder that is a licensed
Small Business Investment Company (an “SBIC Investor”) holds any securities of the Company, the Company will at all times
comply with the non-discrimination requirements of 13 C.F.R. Part 112, 113, and 117.


 






    31 


     


    

 


(c) Upon request of an SBIC Investor, within ninety
(90) days after the end of each fiscal year and at such other times as an SBIC Investor may reasonably request, the Company shall deliver
to such SBIC Investor a written assessment, in form and substance satisfactory to such SBIC Investor, of the economic impact of such SBIC
Investor’s financing specifying the full-time equivalent jobs created or retained in connection with such investment, and the impact
of the financing on the Company’s business in terms of profit and on taxes paid by the Company and its employees. Upon request,
the Company agrees to promptly provide each SBIC Investor with sufficient information to permit such Purchasers to comply with their obligations
under the Small Business Investment Act; provided however, each SBIC Investor agrees that it will protect any information which the Company
labels as confidential to the extent permitted by law. Any submission of any financial information under this paragraph shall include
a certificate of the Company’s president, chief executive officer, treasurer or chief financial officer.


 


(d) So long as any SBIC Investor holds any securities
of the Company, the Company shall notify each SBIC Investor (i) at least fifteen (15) days prior to taking any action after which the
number of record holders of the Company’s voting securities would be increased from fewer than fifty (50) to fifty (50) or more,
and (ii) of any other action or occurrence after which the number of record holders of the Company’s voting securities was increased
(or would increase) from fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Company becomes aware that such
other action or occurrence has occurred or is proposed to occur.


 


(e) The Company shall provide each SBIC Investor
and the Small Business Administration (the “SBA”) reasonable access to the Company’s books and records for the purpose
of confirming the use of proceeds described in Section 5.12 above.


 


5.16 Publicity. The Company shall originate
no written or oral or other public disclosure (a “Release”) that mentions Johnson & Johnson Innovation – JJDC, Inc.
(“JJDC”) (or the name of any affiliate or investor of JJDC), including for the avoidance of doubt, any publicity, news release
or other announcement regarding the existence of any arrangement between the Company and JJDC (or any affiliate of JJDC) without JJDC’s
prior consent in each instance, unless such disclosure is reasonably necessary to comply with applicable laws; provided, however, that
in the event of a legally required Release, the Company will immediately consult with JJDC with respect to the text of such Release and
will provide JJDC with a copy of the Release prior to its publication.


 


5.17 JJDC Information Rights. For so long
as JJDC continues to hold at least its Preferred Shares, (i) upon reasonable periodic request, the Company shall provide JJDC’s
medical device group affiliate with information about the Company’s business, (ii) representatives of JJDC’s medical device
group affiliate shall have the opportunity to meet with management of the Company at least once per quarter, at such times to be reasonably
agreed by the Company and JJDC, and (iii) JJDC will be able to nominate one member to the Company’s Scientific Advisory Board.


 


5.18 Policies Regarding GSK Standards of
Conduct. APVC, a wholly owned subsidiary of GlaxoSmithKline plc (“GSK”), has adopted policies pursuant to which it
has committed to the highest standards of conduct in all aspects of its business and to conduct business with honesty and integrity,
and in compliance with all applicable legal and regulatory requirements. In particular, the Company acknowledges receipt of the
 “Prevention of Corruption - Third Party Guidelines.” APVC also expects its business partners to comply with these same
ethical standards, particularly with respect to the conduct of research and development. Accordingly, the Company shall use
commercially reasonable efforts to ensure that it and any of its subsidiaries operate to these same standards of conduct, including
the principles set forth in the “Prevention of Corruption - Third Party Guidelines.” The Company shall use commercially
reasonable efforts to notify APVC if it becomes aware of any activities or proposed activities to be conducted by itself or any of
its subsidiaries that may be contrary to GSK’s publicly announced ethical standards or the principles set forth in the
 “Prevention of Corruption - Third Party Guidelines” of which the Company is aware or has been notified.


 






    32 


     


    

 


SECTION
6



 


MISCELLANEOUS


 


6.1 Governing law. This Agreement shall
be governed in all respects by the laws of the state of Delaware without regard to the conflict of laws principles thereunder.


 


6.2 Successors and Assigns. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto.


 


6.3 Entire Agreement; Amendment; Waiver.
This Agreement (including the Exhibits 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 Investors’ Rights Agreement by
and among the Company and certain of its stockholders dated August 5, 2016, effective upon this Agreement’s execution by the Company
and the holders of at least a majority of the Series A-2 Preferred Shares, Series B-2 Preferred Shares, Series C-2 Preferred Shares, Series
D-2 Preferred Shares, Series E-2 Preferred Shares, Series F-2 Preferred Shares and Series G Preferred Shares. 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 Preferred Shares; provided, that no consent of any Preferred Stockholder shall be necessary
for any amendment and/or restatement which merely includes additional holders of Preferred Shares or other preferred stock of the Company
as “Preferred Stockholders” as parties hereto or additional holders of Common Shares as “Common Stockholders”
as parties hereto solely for purposes of Sections 4.1 through 4.5 and which does not materially increase such Preferred Stockholders’
obligations hereunder (other than to increase the number of aggregate Common Shares (on an as-converted, as-exercised basis) subject hereto
as a result of the addition of such additional stockholder); provided, however, that Sections 5.16 and 5.17 may not be amended without
the consent of JJDC and Section 5.4 may not be amended without the consent of Gilde. Any such amendment, waiver, discharge or termination
shall be binding on all the Stockholders, but in no event shall the obligation of any Stockholders hereunder be materially increased,
except upon the written consent of such Stockholders.


 


6.4 Notices, etc. 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.


 






    33 


     


    

 


6.5 Delays or Omissions. No delay or omission
to exercise any right, power or remedy accruing to any Stockholder, upon any breach or default of the Company under this Agreement shall
impair any such right, power or remedy of such Stockholder nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any Stockholder of any breach or default under this Agreement or any waiver on the part of any Stockholder
of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Stockholder, shall be cumulative and
not alternative.


 


6.6 Rights; Separability. Unless otherwise
expressly provided herein, a Stockholder’s rights hereunder are several rights, not rights jointly held with any of the other Stockholders.
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


6.7 Confidentiality. Each Stockholder shall
keep confidential and shall not disclose or divulge any confidential, proprietary or secret information which such Stockholder may obtain
from the Company, and which the Company has prominently marked “confidential”, “proprietary” or “secret”
or has otherwise identified as being such, pursuant to financial statements, reports and other materials submitted by the Company as required
hereunder, unless such information is or becomes known to the Stockholder from a source other than the Company or is or becomes publicly
known, unless the Company gives its written consent to the Stockholder’s release of such information, or unless otherwise required
to be disclosed by law, except that no such written consent shall be required (and Stockholder shall be free to release such information)
if such information is to be provided to a Stockholder’s counsel or accountant, or to an officer, director or general or limited
partner or corporate affiliate of a Stockholder or to employees of, or consultants to, a Stockholder on a “need to know” basis,
provided that the Stockholder shall inform the recipient of the confidential nature of such information and shall instruct the recipient
to treat the information as confidential and, in the case of disclosure to a corporate affiliate, such recipient shall be bound by an
obligation to keep such information confidential.


 






    34 


     


    

 


6.8 Titles and Subtitles. The titles of
the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this
Agreement.


 


6.9 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.


 


6.10 Aggregation of Shares. All Shares held
or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights
under this Agreement.


 



    35 


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Eighth Amended and Restated Investors’ Rights Agreement effective as of the day and year first above written.


 


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




 


Signature Page to Eighth Amended and Restated Investors’ Rights Agreement


 






     


     


    

 



 


IN WITNESS WHEREOF, the parties have executed this
Eighth Amended and Restated Investors’ Rights Agreement effective as of the day and year first above written.


 


	 	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:	 




 


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	 	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 Investors’ Rights 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:




 


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




 


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	 	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




 


Signature Page to Eighth Amended and Restated Investors’ Rights 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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	 	Kathryn
    S. Nehra Family Trust
	 	 
	 	 
	 	/s/
    G. Henry Entwisle
	 	Name:	 G. Henry Entwisle
	 	Title:	 Trustee




 


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




 


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




 


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	 	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 Investors’ Rights Agreement


 






     


     


    

 





	 	/s/
    Robert K. Anderson
	 	Robert
    K. Anderson




 


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




 


Signature Page to Eighth Amended and Restated Investors’ Rights 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




 


Signature Page to Eighth Amended and Restated Investors’ Rights Agreement


 






     


     


    

 


	 	/s/
    Michael T. Kelly
	 	Michael
    T. Kelly




 


Signature Page to Eighth Amended and Restated Investors’ Rights 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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	 	VENSANA CAPITAL I, L.P.
	 
	 	By:	Vensana Capital I GP, LLC
	 	Its:	General Partner
	 
	 	By:	 /s/ Kirk Nielsen
	 	 	Name: Kirk Nielsen
	 	 	Title:   Managing Partner




 


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	 	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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	 	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 Investors’ Rights 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


 


	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

     

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

     

    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 SHARES


 


	
    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, TTEES 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
	
    Nadim Yared

     

    John R. Brintnall

     

    Martin A. Rossing

     

    Dean Bruhn-Ding

     

    Robert S. Kieval

     







TH&CH, LLC






    H-1


     


    

 


	
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