Exhibit 10.14.2


 


AMENDMENT NO. 1


TO


MANUFACTURE AND SUPPLY AGREEMENT


 


This Amendment No.
1 to Manufacture and Supply Agreement (this “Amendment”) is entered into effective as of August 2, 2019
(the “Amendment Effective Date”) by and between BUTTERFLY NETWORK, INC., a Delaware corporation (“Butterfly”)
and BENCHMARK ELECTRONICS, INC., a Texas corporation and BENCHMARK ELECTRONICS (THAILAND) PCL, a Thailand public limited company
(“Manufacturer”), to amend the Manufacture and Supply Agreement between Butterfly and Manufacturer effective
as of October 1, 2015 (the “Agreement”). Butterfly and Manufacturer are each a “Party” and
collectively the “Parties”. The capitalized terms herein shall have the meaning ascribed to them in the Agreement unless
stated otherwise.


 


The Parties hereby
agree to amend the Agreement as follows:


 


		1.	The Agreement is modified to include the following Party as an additional Manufacturer under the
Agreement: BENCHMARK ELECTRONICS (THAILAND) PCL, a Thailand public limited company, with offices located at located at 94 Moo 1
Hi-Tech Industrial Estate, Banlane, Bang Pa-in, Ayudhaya 13160 Thailand (“Manufacturer”).



 


		2.	The first sentence of Section 6.1 (Forecast) is deleted in its entirety and the following
is inserted in lieu thereof:



 


“Forecast. During
the term of this Agreement, except as otherwise set forth on the applicable Product Schedule, Butterfly shall provide to Manufacturer
on or before the first business day of each month, a written, binding [***] day ([***]) day firm Order(s), and an additional written,
non-binding [***] ([***]) day rolling forecast setting forth its estimated requirement of shipment by month for Products (“Forecast”).”


 


		3.	Section 6.1(b) (Subsequent Forecasts) is deleted in its entirety and the following is inserted
in lieu thereof:



 


“(b)        Subsequent Forecasts.
Each month, Butterfly shall provide additional Order(s) and a Forecast update sufficient to maintain the firm Order and Forecast
horizons. If Butterfly does not timely provide such additional Order(s) and a Forecast update, then the first Forecast month of
the then-current Forecast shall become binding, and a new Forecast month shall be added, so that a rolling firm Order plus non-binding
Forecast of [***] ([***]) days is always maintained.”


 


[***] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 






    
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		2.	Section 12.7 (Epidemic Failures) is added to the Agreement as follows:



 


“12.7. (a)            Epidemic
Failure. An “Epidemic Failure” shall be deemed to have occurred in the event that, at any time within
the Product warranty period, [***] percent ([***]%) or more of any at least [***] ([***]) given Products sold and delivered to
Butterfly within any [***] ([***]) month period fails to operate properly as the result of a particular defect in Workmanship
or substantially similar pattern of defective Workmanship performed by Manufacturer. Upon written notice by Butterfly to Manufacturer
of any Epidemic Failure, Manufacturer shall promptly develop a corrective action plan to eliminate the problem causing the Epidemic
Failure in all continuing production, and to correct the problem in all affected units of Product previously sold, or to provide
a commercially reasonable alternative solution. Manufacturer shall submit such corrective action plan to Butterfly for Butterfly’s
approval. Upon receiving Butterfly’s approval of the corrective action plan, Manufacturer shall use reasonable efforts to
initiate the corrective action plan at its expense within [***] ([***]) days. Transportation costs for the return and replacement
of defective Products due to Epidemic Failure shall be at Manufacturer’s sole expense.


 


(b)       In
the event of a systemic Product failure that does not qualify as an Epidemic Failure, due to reasons including but not limited
to Product defects related to (i) a Butterfly Product Design Specification, (ii) a Butterfly-supplied test design, (iii) a Butterfly
Proprietary Component, or (iv) materials supplied by a third party; the Parties will use reasonable efforts to determine, address
and resolve such failure and its consequences. If such cause is related to defects in materials supplied to Manufacturer by any
third party, Manufacturer agrees to share, assign or pass through to Butterfly any related concession it may receive from or claims
against the relevant supplier; however, Manufacturer does not independently warrant any such defective materials.


 


(c)       In
the event an Epidemic Failure or a failure described under Paragraph 12.7(b) affects current production, Manufacturer shall use
reasonable commercial efforts to identify the root cause of such failure and develop a plan to eliminate such cause within [***]
([***]) hours of Butterfly’s notice.”


 


		4.	Section 19.8 (Notice) of the Agreement is hereby deleted and replaced with the following
for Manufacturer:



 


If to Manufacturer:


 


Benchmark Electronics Inc.


100 Innovative Way


Nashua, NH 03062


Attn: General Manager


 


Benchmark Electronics (Thailand)
PCL


94 Moo 1 Hi-Tech Industrial Estate,


Banlane, Bang Pa-in, Ayudhaya 13160





Thailand


Attn: General Manager


 


[***] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 






    
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With a copy to:


Benchmark Electronics Inc.


56 South Rockford Drive


Tempe, Arizona 85281


Attn: Corporate Legal


 


		5.	All other terms and conditions of the Agreement shall remain in full force and effect, unless expressly
modified by this Amendment. This Amendment may be executed in multiple counterparts, each of which so executed shall be considered
an original. Once signed, any reproduction of this Amendment made by reliable means (eg. electronics image, photocopy or facsimile)
shall be considered an original.



 


IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed by their authorized representatives.


 


[***] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 






    
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	BUTTERFLY
    NETWORK, INC.	 	MANUFACTURER:
	 
	 	 	BENCHMARK
    ELECTRONICS, INC.
	 
	By: 	/s/ Alexander C. Magary	 	By: 	/s/ Michael Busemin                           
	 	           Signature	 	 	          Signature
	 
	Alexander
    C. Magary	 	Michael
    Busemin                                
	Printed Name	 	Printed Name




 


	VP, Legal & Asst. Corp. Secretary	8/8/2019	 	EVP – Global Ops	8-2-19 
	Title	Date	 	Title	Date




 


	 	 	BENCHMARK ELECTRONICS
	 	 	(THAILAND) PCL
	 	 	 
	 	 	By:	 /s/ Ronald Rocha                                
	 	 	 	          Signature
	 	 	 
	 	 	Ronald Rocha                                             
	 	 	Printed Name




 


	 	Group VP Asia	08-02-19
	 	Title 	Date






 


[***] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 






    
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