REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2020, is made and entered into by and among Jiya
Acquisition Corp., a Delaware corporation (the “Company”), Jiya Holding Company LLC, a Delaware limited liability
company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders”
(each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant
to ‎Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Company has 2,875,000 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”),
issued and outstanding, up to 375,000 of which will be forfeited to the Company for no consideration depending on the extent to
which the underwriters of the Company’s initial public offering exercise their over-allotment option;


 


WHEREAS,
the Founder Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS,
on November 18, 2020, the Company and the Sponsor entered into that certain Private Placement Purchase Agreement (the “Private
Placement Purchase Agreement”), pursuant to which the Sponsor agreed to purchase up to 500,000 shares of Common Stock
(or up to 530,000] shares of Common Stock to the extent that the over-allotment option in connection with the Company’s
initial public offering is exercised) (the “Private Placement Shares”) in a private placement transaction occurring
simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
on October 30, 2020, the Company and Samsara BioCapital, L.P. (“Samsara BioCapital”) entered into that certain
Forward Purchase Agreement (the “Forward Purchase Agreement”), pursuant to which Samsara BioCapital agreed
to purchase up to 2,500,000 shares of Common Stock (the “Forward Placement Shares”) in a private placement
transaction that may close simultaneously with the closing of the Company’s initial business combination;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business
Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private
placement-equivalent shares (“Working Capital Shares”) at a price of $10.00 per share at the option of the
lender; and


 




     


    	 



    


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


Article
1

Definitions


 


Section 1.01.Definitions.
The terms defined in this ‎Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the
Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other
similar business combination with one or more businesses, involving the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in ‎Section 2.01(a).


 


“Demanding
Holder” shall have the meaning given in ‎Section 2.01(a).


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 




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“Form
S-1” shall have the meaning given in ‎Section 2.01(a).


 


“Form
S-3” shall have the meaning given in ‎Section 2.03.


 


“Forward
Purchase Shares” shall have the meaning given in the Recitals hereto.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock
issuable upon conversion thereof.


 


“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year
after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if
the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the
Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right
to exchange their shares of Common Stock for cash, securities or other property.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider
Letter” shall mean that certain letter agreement, dated as of November 18, 2020, by and among the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.


 


“Maximum
Number of Securities” shall have the meaning given in ‎Section 2.01(d).


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances
under which they were made) not misleading.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such
Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other
lock-up period, as the case may be, under the Insider Letter, this Agreement and any other applicable agreement between such Holder
and the Company, and to any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in ‎Section 2.02(a).


 


“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Shares, the period ending 30 days after the
completion of the Company’s initial Business Combination.


 




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“Private
Placement Purchase Agreement” shall have the meaning given in the Recitals hereto.


 


“Pro
Rata” shall have the meaning given in ‎Section 2.01(d).


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of
the Founder Shares, (b) the Private Placement Shares, (c) the Forward Purchase Shares, (d) any outstanding shares of Common Stock
or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security)
of the Company held by a Holder as of the date of this Agreement, (e) any equity securities (including the shares of Common Stock
issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital
loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Shares) and (f) any other equity
security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act
and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold
without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by
the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)       all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Common Stock is then listed;


 




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(B)       fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)       printing,
messenger, telephone and delivery expenses;


 


(D)       reasonable
fees and disbursements of counsel for the Company;


 


(E)       reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 


(F)       reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in ‎Section 2.01(a).


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company
are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Working
Capital Shares” shall have the meaning given in the Recitals hereto.


 


Article
2

Registrations


 


Section 2.01.Demand
Registration.


 


(a)       Request
for Registration. Subject to the provisions of ‎Section 2.01(d) and ‎Section 2.04 hereof, at any time and from time
to time on or after the date the Company consummates the Business Combination, the Holders of at least fifteen percent (15%) of
the then-outstanding number of Registrable Securities (the “Demanding Holders”) may


 




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make a written
demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type
of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify,
in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration
(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice
from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such
Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration
and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the
Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding
Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to
effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this ‎Section 2.01(a) with
respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such
purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form
S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered
on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with ‎Section 3.01 of this
Agreement.


 


(b)       Effective
Registration. Notwithstanding the provisions of ‎Section 2.01(a) above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (1) the Registration Statement filed with
the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (2) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or
state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to
continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such
election; and provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand
Registration becomes effective or is subsequently terminated.


 




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(c)       Underwritten
Offering. Subject to the provisions of ‎Section 2.01(d) and ‎Section 2.04 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting
Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation
in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to
the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this ‎Section 2.01(c) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


(d)       Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if
any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held
by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can
be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:
(3) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested
be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can
be sold without exceeding the Maximum Number of Securities; (4) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause ‎(i), the Registrable Securities of Holders (Pro Rata, based on the respective
number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities
pursuant to ‎Section 2.02(a) hereof, without exceeding the Maximum Number of Securities; and (5) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses ‎(i) and ‎(ii), the Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (6) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses ‎(i),
‎(ii) and ‎(iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated
to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Securities.


 




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(e)       Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under ‎Section 2.01(a) shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to
such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the
Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under
this ‎Section 2.01(e).


 


Section 2.02.Piggyback
Registration.


 


(a)       Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file
a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to ‎Section
2.01 hereof), other than a Registration Statement (7) filed in connection with any employee stock option or other benefit plan,
(8) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (9) for an offering of
debt that is convertible into equity securities of the Company or (10) for a dividend reinvestment plan, then the Company shall
give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (a) describe the amount
and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, in such offering, and (b) offer to all of the Holders of Registrable Securities the opportunity
to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after
receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith,
cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders
pursuant to this ‎Section 2.02(a) to be included in a Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this ‎Section 2.02(a) shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 


(b)       Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in


 




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good faith,
advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the
dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (11) the shares of
Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder (12) the Registrable Securities as to which registration
has been requested pursuant to ‎Section 2.02 hereof, and (13) the shares of Common Stock, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(A)       If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (i) first,
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause ‎(1), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to ‎Section 2.02(a) hereof (pro rata based on the respective number of Registrable Securities that such Holder has requested
be included in such Registration), which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses ‎(1) and ‎(2), the Common
Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other
stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(B)       If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (iv) first, the Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(v) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause ‎(1), the
Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to ‎Section 2.02(a),
pro rata based on the number of Registrable Securities that each Holder has requested be included in such Registration and the
aggregate number of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold
without exceeding the Maximum Number of Securities; (vi) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses ‎(1) and ‎(2), the Common Stock or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (vii) fourth, to the extent that the Maximum
Number of Securities has not been reached


 




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under
the foregoing clauses ‎(1), ‎(2) and ‎(3), the Common Stock or other equity securities for the account of other persons
or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.


 


(c)       Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his,
her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as
the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this ‎Section 2.02(c).


 


(d)       Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to ‎Section 2.02 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under ‎Section 2.01 hereof.


 


Section 2.03.Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request
through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders
of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration
on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to
include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company,
in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter,
but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form
S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as
are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to ‎Section 2.03 hereof if (14) a Form S-3 is not available for such offering; or
(15) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to
inclusion in such Registration, propose to sell the Registrable


 




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Securities
and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


Section 2.04.Restrictions
on Registration Rights. If ii) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of
a Demand Registration pursuant to ‎Section 2.01(a) and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; iii) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or iv) in
the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board
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. In such event, the Company shall have the right to defer
such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer
its obligation in this manner more than once in any 12-month period.


 


Article
3

Company Procedures


 


Section 3.01.General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to
effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 


(a)       prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


(b)       prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration
Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;


 




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(c)       prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


(d)       prior
to any public offering of Registrable Securities, use its best efforts to (1) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (2) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


(e)       cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


(f)       provide
a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


(g)       advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


(h)       at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation,
providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 




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(i)       notify
the Holders at any time when a Prospectus relating to such Registration Statement 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 a Misstatement, and then to correct such Misstatement as set forth in ‎Section 3.04 hereof;


 


(j)       permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own
expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with
the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and
provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder
or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus,
any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment
letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable
amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to
applicable law;


 


(k)       obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory
to a majority-in-interest of the participating Holders;


 


(l)       on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;


 


(m)       in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


(n)       make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the


 




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Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule
promulgated thereafter by the Commission);


 


(o)       if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


(p)       otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


Section 3.02.Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


Section 3.03.Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (3) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (4) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as
may be reasonably required under the terms of such underwriting arrangements.


 


Section 3.04.Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the


 




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Holders agree
to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this ‎Section 3.04.


 


Section 3.05.Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable
such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the
Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article
4

Indemnification and Contribution


 


Section 4.01.Indemnification.


 


(a)       The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 


(b)       In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of
material fact contained


 




    15 


    	 



    

in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein;
provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders
of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited
to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The
Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification
of the Company.


 


(c)       Any
person entitled to indemnification herein shall (5) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (6) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and
any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment
of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement 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.


 


(d)       The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


(e)       If
the indemnification provided under ‎Section 4.01 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then


 




    16 


    	 



    

the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action
in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action;
provided, however, that the liability of any Holder under this ‎Section 4.01(e) shall be limited to the amount
of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party
as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth
in Sections ‎4.01(a), ‎4.01(b) and ‎4.01(c) above, any legal or other fees, charges or expenses reasonably incurred
by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this ‎Section 4.01(e) were determined by pro rata allocation or by any other method of allocation,
which does not take account of the equitable considerations referred to in this ‎Section 4.01(e). No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this
‎Section 4.01(e) from any person who was not guilty of such fraudulent misrepresentation.


 


Article
5

miscellaneous


 


Section 5.01.Notices.
Any notice or communication under this Agreement must be in writing and given by (7) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (8) delivery in person
or by courier service providing evidence of delivery, or (9) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be
addressed, if to the Company, to: 628 Middlefield Road, Palo Alto, CA 94301, and, if to any Holder, at such Holder’s address
or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this ‎Section 5.01.


 




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Section 5.02.Assignment;
No Third Party Beneficiaries.


 


(a)       This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


(b)       Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee
agrees to become bound by the transfer restrictions set forth in this Agreement.


 


(c)       This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


(d)       This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and ‎Section 5.02 hereof.


 


(e)       No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (10) written notice of such assignment as provided in ‎Section
5.01 hereof and (11) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this ‎Section 5.02 shall be null and void.


 


Section 5.03.Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


Section 5.04.Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH
RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


Section 5.05.Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or


 




    18 


    	 



    

conditions
may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that
adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in
a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder
or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of
any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


Section 5.06.Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has
any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


Section 5.07.Term.
This Agreement shall terminate upon the earlier of (12) the tenth anniversary of the date of this Agreement or (13) the date as
of which (a) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the
applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (b) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions
or limitations. The provisions of ‎Section 3.05 and ‎Article 4 shall survive any termination.


 


[Signature
Page Follows]


 




    19 


    	 



    

IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:

    JIYA ACQUISITION CORP., a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Rekha Hemrajani
	 	 	Name: Rekha Hemrajani
	 	 	Title:   Chief Executive Officer



 


 


	 	 /s/
                                         Rekha Hemrajani
	 	Rekha Hemrajani
	 	 
	 	 /s/ Richard
                       Van Doren
	 	Richard Van Doren
	 	 
	 	 /s/ Cory
                       Freedland, Ph.D.
	 	Cory Freedland, Ph.D.
	 	 
	 	 /s/ Srinivas
                       Akkaraju, M.D., Ph.D.
	 	Srinivas Akkaraju, M.D., Ph.D.
	 	 
	 	 /s/ Perry
                       Karsen
	 	Perry Karsen
	 	 
	 	 /s/ Pamela
                       Klein
	 	Pamela
                           Klein

	 	 
	 	/s/ Daniel Spiegelman
	 	Daniel
                           Spiegelman

	 	 
	 	/s/ Steve Kelsey
	 	Steve
                           Kelsey

	 	 
	 	/s/ Mayank Gandhi, M.D. 
	 	Mayank Gandhi, M.D.












 






    [Signature Page to Registration Rights Agreement]