Exhibit 4.2

  

   

    

  

    AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

    

    

    THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 1st day of June, 2020,
      by and among Cue Health Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

    

    

    RECITALS

    

    

    WHEREAS, certain Investors (the “Prior Investors”) own outstanding shares of the Company’s Series A Preferred Stock and Series B Preferred Stock, and are parties to the Amended and Restated Investors’ Rights Agreement, dated as of December 20,
        2017 (the “Prior Agreement”), and it is a condition to closing of the sale of the Series C Preferred Stock under the Purchase Agreement that, pursuant to the requirements of Section 6.6 of the Prior
        Agreement, the requisite parties to the Prior Agreement amend and restate the Prior Agreement by entering into this Agreement;

    

    

    WHEREAS, the Company and certain Investors are
        parties to that certain Series C Preferred Stock Purchase Agreement dated as of even date herewith (the “Purchase Agreement”); and

    

    

    WHEREAS, the undersigned Prior Investors, as
        holders of a majority of the outstanding Registrable Securities, the Company and the Series C Investors, desire to enter into this Agreement to amend, restate and replace their rights and obligations under the Prior Agreement with the rights and
        obligations set forth in this Agreement.

    

    

    NOW, THEREFORE, the parties hereby agree as
        follows:

    

    

    1          Definitions.  For purposes of this Agreement:

    

    

    “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
      controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more
      general partners or managing members of, or shares the same management company with, such Person.  For purposes of this Agreement, Cove, and any future company under common administration with Cove, shall be considered “Affiliates”.

    

    

    “Common Stock” means shares of the Company’s Common Stock, par value $0.00001 per share.

    

    

    “Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability
      company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the quantification and/or detection of molecular analytes, but shall not include (i) any financial investment firm or collective investment
      vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding voting power of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors of any
      Competitor, (ii) JJDC, (iii) Decheng, (iv) Section 32, (v) Madrone, (vi) Acme, or NVGA I, LLC.

    
      
        


    

    
    

    

    “Cove” means, collectively, Cove Investors I, LLC, a Delaware limited liability company, and Cove Investors II,
      LLC, a Delaware limited liability company.

    

    

    “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject
      under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon:  (i) any untrue statement or alleged untrue statement of a
      material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an 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 (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange
      Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

    

    

    “Decheng” means Decheng Capital China Life Sciences USD Fund III, L.P. a Cayman Islands exempted limited
      partnership.

    

    

    “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in
      each case, directly or indirectly), Common Stock, including options and warrants.

    

    

    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
      thereunder.

    

    

    “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or
      a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to
      be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being
      registered.

    

    

    “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration
      form under the Securities Act subsequently adopted by the SEC.

    

    

    “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under
      the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

    

    

    “GAAP” means generally accepted accounting principles in the United States.

    
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    “Holder” means any holder of Registrable Securities who is a party to this Agreement.

    

    

    “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, registered
      domestic partner, sibling, mother-in-law, father-in- law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

    

    

    “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this
      Agreement.

    

    

    “IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock under the
      Securities Act.

    

    

    “JJDC” means Johnson & Johnson Innovation – JJDC, Inc.

    

    

    “Madrone” means Madrone Opportunity Fund, L.P., a Delaware limited partnership.

    

    

    “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least
      5,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided, however, that for purposes of this Agreement, (i) JJDC
      shall be deemed a Major Investor for so long as JJDC holds at least 697,107 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof),
      (ii) PGVC 2018 LLC (“PGVC”) shall be deemed a Major Investor for so long as PGVC holds at least 697,107 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other
      recapitalization or reclassification effected after the date hereof), and (iii) Section 32 shall be deemed a Major Investor for so long as Section 32 holds at least 697,107 shares of Registrable Securities (as adjusted for any stock split, stock
      dividend, combination, or other recapitalization or reclassification effected after the date hereof).

    

    

    “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as
      well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

    

    

    “Person” means any individual, corporation, partnership, trust, limited liability company, association or other
      entity.

    

    

    “Preferred Directors” means any director of the Company that the holders of record of the Series A Preferred Stock,
      Series B Preferred Stock or Series C Preferred Stock are entitled to elect pursuant to the Company’s Certificate of Incorporation, as amended.

    

    

    “Preferred Stock” means shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C
      Preferred Stock.

    

    

    
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    “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock;
      (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; and (iii) any Common Stock issued as (or
      issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) and (ii)
      above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2
      any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.

    

    

    “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of
      outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

    

    

    “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in Subsection




        2.12(b) hereof.

    

    

    “Section 32” means Section 32 Fund 2, LP.

    

    

    “SEC” means the Securities and Exchange Commission.

    

    

    “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

    

    

    “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

    

    

    “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder.

    

    

    “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to
      the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

    

    

    “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.00001 per share.

    

    

    “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.00001 per share.

    

    

    “Series C Preferred Stock” means shares of the Company’s Series C-1 Preferred Stock and Series C-2 Preferred Stock.

    

    

    “Series C-1 Preferred Stock” means shares of the Company’s Series C-1 Preferred Stock, par value $0.00001 per
      share.

    

    

    “Series C-2 Preferred Stock” means shares of the Company’s Series C-2 Preferred Stock, par value $0.00001 per
      share.

    

    

    
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    2          Registration Rights.  The Company covenants and agrees as
        follows:

    

    

    2.1          Demand Registration.

    

    

    (a)          Form S-1 Demand.  If at any time
        after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the
        Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding with an anticipated aggregate offering price of at least $20 million, then the Company shall
        within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within
        sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any
        additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case,
        subject to the limitations of Subsections 2.1(c) and 2.3.

    

    

    (b)          Form S-3 Demand.  If at any time when
        it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with
        respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given,
        give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration
        statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the
        Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

    

    

    (c)          Notwithstanding the foregoing obligations,
        if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would
        be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such
        action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business
        purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time
        periods with respect to filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given;
        provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or the account
        of any other stockholder during such one hundred twenty (120) day period other than an Excluded Registration.

    

    

    
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    (d)          The Company shall not be obligated to
        effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a)(i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one
        hundred eighty (180) days after the effective date of, a Company- initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
        effective; (ii) after the Company has effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3
        pursuant to a request made pursuant to Subsection 2.1(b).  The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is ninety
        (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in
        good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately
        preceding the date of such request.  A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the
        Initiating Holders withdraw their request for such registration (other than as a result of a material adverse change to the Company, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement
        pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d).

    

    

    2.2          Company Registration.  If the Company proposes to
        register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other
        than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration.  Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall,
        subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration.  The Company shall have the right to terminate or withdraw any
        registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.  The expenses (other than Selling Expenses)
        of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

    

    

    
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    2.3          Underwriting Requirements.

    

    

    (a)          If, pursuant to Subsection 2.1, the
        Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall
        include such information in the Demand Notice.  The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders.  In such event, the right of any Holder to include such
        Holder’s Registrable Securities in such registration 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 as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such
        underwriting.  Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then
        the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such
        Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such
        selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the
        underwriting.

    

    

    (b)          In connection with any offering involving an
        underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the
        underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.  If the total number of
        securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is
        compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion
        determine will not jeopardize the success of the offering.  If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are
        included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all
        such selling Holders.  Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely
        excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the
        selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering.  For purposes of the provision in this Subsection 2.3(b) concerning
        apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family
        Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling
        Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

    

    

    
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    2.4          Obligations of the Company.  Whenever required under
        this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

    

    

    (a)          prepare and file with the SEC a registration
        statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered
        thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that
        such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in
        such registration;

    

    

    (b)          prepare and file with the SEC 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 Securities Act in order to enable the disposition of all securities covered by
        such registration statement;

    

    

    (c)          furnish to the selling Holders such numbers
        of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

    

    

    
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    (d)          use its commercially reasonable efforts to
        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 selling Holders; provided that the Company shall not be
        required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

    

    

    (e)          in the event of any underwritten public
        offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

    

    

    (f)          use its commercially reasonable efforts to
        cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company
        are then listed;

    

    

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

    

    

    (h)          promptly make available for inspection by
        the selling Holders, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial
        and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter,
        attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

    

    

    (i)          notify each selling Holder, promptly after
        the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

    

    

    (j)          after such registration statement becomes
        effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

    

    

    In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the
      Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

    

    

    
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    2.5          Furnish Information.  It shall be a condition precedent
        to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the
        Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

    

    

    2.6          Expenses of Registration.  All expenses (other than
        Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for
        the Company; and the reasonable fees and disbursements of one counsel for the selling Holders not to exceed Twenty Five Thousand Dollars ($25,000) (“Selling Holder Counsel”), shall be borne and paid by the
        Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request
        of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn
        registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be.  All Selling Expenses relating to
        Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

    

    

    2.7          Delay of Registration.  No Holder shall have any right
        to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

    

    

    2.8          Indemnification.          If any Registrable Securities
        are included in a registration statement under this Section 2:

    

    

    (a)          To the extent permitted by law, the Company
        will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for
        each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or
        other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
        that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be
        unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any
        such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

    

    

    
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    (b)          To the extent permitted by law, each selling
        Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the
        Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other
        Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder
        expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending
        any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement
        of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any
        Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful
        misconduct by such Holder.

    

    

    (c)          Promptly after receipt by an indemnified
        party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to
        be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof.  The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying
        party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
        party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of
        such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action.  The
        failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that
        such failure materially prejudices the indemnifying party’s ability to defend such action.  The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under
        this Subsection 2.8.

    

    

    
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    (d)          To provide for just and equitable
        contribution to joint liability under the Securities Act in any case in which either:  (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially
        determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
        the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8,
        then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative
        fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable
        considerations.  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 allegedly untrue statement of a material fact, or the omission or alleged
        omission of 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;
        provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration
        statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further
        that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such
        Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

    

    

    (e)          Unless otherwise superseded by an
        underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a
        registration under this Section 2, and otherwise shall survive the termination of this Agreement.

    

    

    2.9          Reports Under Exchange Act.  With a view to making
        available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3,
        the Company shall:

    

    

    (a)          make and keep available adequate current
        public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

    

    

    (b)          use commercially reasonable efforts to file
        with the SEC 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 the Company has become subject to such reporting requirements); and

    

    

    
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    (c)          furnish to any Holder, so long as the Holder
        owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date
        of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may
        be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities
        without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

    

    

    2.10          Limitations on Subsequent Registration Rights.  From
        and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any
        securities of the Company that would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had
        the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in
        accordance with Subsection 6.9.

    

    

    2.11          “Market Stand-off” Agreement.  Each Holder hereby
        agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company on its own behalf of shares of its Common Stock or
        any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other
        period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the
        restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any
        option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such
        shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such
        securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise.  The foregoing provisions of this Subsection 2.11 shall apply only to
        the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or purchased at or after the IPO, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the
        immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value,
        and shall be applicable to the Holders only if all officers and directors are subject to the same restriction and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one
        percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock).  The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection




          2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.  Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection
        with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto.  Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the
        underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

    

    

    
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    2.12          Restrictions on Transfer.

    

    

    (a)          The Preferred Stock and the Registrable
        Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions
        specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act.  A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable
        Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

    

    

    (b)          Each certificate, instrument, or book entry
        representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger,
        consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form:

    

    

    THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH SHARES MAY NOT BE
      SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

    

    

    THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF
      WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

    

    

    
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    The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted
      Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12.

    

    

    (c)          The holder of such Restricted Securities, by
        acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2.  Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under
        the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer.  Each such notice shall describe the manner and circumstances of the
        proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be
        reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed
        sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to
        the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge,
        or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company.  The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144;
        or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. 




        Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection




          2.12(b), except that such certificate instrument or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with
        any provisions of the Securities Act.

    

    

    2.13          Termination of Registration Rights.  The right of any
        Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earlier to occur of:

    

    

    (a)          the closing of a Liquidation Event, as such
        term is defined in the Company’s Certificate of Incorporation;

    

    

    
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    (b)          such time after the IPO that Rule 144 or
        another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three (3) month period without registration; and

    

    

    (c)          the fifth anniversary of the IPO.

    

    

    3          Information and Observer Rights.

    

    

    3.1          Delivery of Financial Statements.  The Company shall
        deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:

    

    

    (a)          as soon as practicable, but in any event
        within one hundred twenty (120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year; and (iii) a statement of stockholders’ equity as of
        the end of such year, all such financial statements audited and certified by independent public accountants selected by the Company; provided, however, that the
        audit requirement shall not be required until the Company’s Board of Directors determines that it is appropriate.

    

    

    (b)          as soon as practicable, but in any event
        within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of
        stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be
        required in accordance with GAAP);

    

    

    (c)          as soon as practicable, but in any event
        within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial
        statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

    

    

    (d)          as soon as practicable, but in any event
        within forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital
        stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number
        of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company;

    

    

    (e)          within thirty (30) days prior to the
        beginning of each new fiscal year, a budget and business plan for such fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets,
        income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company.

    

    

    
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    If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial
      statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

    

    

    Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection




        3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such
      registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause
      such registration statement to become effective.

    

    

    3.2          Inspection.  The Company shall permit each Major
        Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and
        records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be
        obligated pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in
        form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

    

    

    3.3          Observer Rights.

    

    

    (a)          Observer Rights.  So long as Sherpa
        Ventures Fund, LP (“Acme”) owns not less than 1,090,180 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected
        after the date hereof), the Company shall invite one (1) representative of Acme to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes,
        consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided
        further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client
        privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

    

    

    
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    (b)          Observer Rights.  So long as Cove
        Investors I, LLC and Cove Investors II, LLC (collectively, “Cove”) collectively owns not less than 1,090,180 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or
        other recapitalization or reclassification effected after the date hereof), the Company shall invite one (1) representative of Cove to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give
        such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with
        respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such
        meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

    

    

    (c)          Observer Rights.          So long as
        JJDC owns not less than 697,107 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite one (1)
        representative of JJDC to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its
        directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold
        any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in
        disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

    

    

    (d)          Observer Rights.  So long as Decheng
        owns not less than 819,247 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), the Company shall invite one (1)
        representative of Decheng to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its
        directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold
        any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in
        disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

    

    

    
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    3.4          Termination of Information and Observation Rights.  The
        covenants set forth in Subsections 3.1, 3.2 and 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO that results in the conversion of all outstanding Preferred Stock to
        Common Stock, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Liquidation Event, as such term is defined in the Company’s Certificate of
        Incorporation, whichever event occurs first.

    

    

    3.5          Confidentiality.  Each Investor agrees that such
        Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including
        notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5 by such Investor),
        (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of
        confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to
        obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser is not a Competitor of the Company (as reasonably
        determined by the Company’s Board of Directors), and agrees to be bound by the provisions of this Subsection 3.5; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of
        business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that
        the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.  Rights to Future Stock Issuances.

    

    

    4          Rights to Future Stock Issuances.

    

    

    4.1          Right of First Offer.  Subject to the terms and
        conditions of this Subsection 4.1, and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor.  A Major Investor shall be entitled to
        apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates; provided that each such Affiliate (x) is not a Competitor of the Company (as reasonably determined by the Company’s
        Board of Directors), unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement and the Voting Agreement of even date herewith among the Company, the Investors and
        the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor (as reasonably determined by the Company’s Board of Directors) shall not be entitled to any rights as a Major Investor under Subsections
          3.1, 3.2, 3.3 and 4.1 hereof).

    

    

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

    

    

    (b)          By notification to the Company within twenty
        (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the
        Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held by such
        Major Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).  At the expiration of such twenty (20) day period,
        the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do
        likewise.  During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up
        to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or
        indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon
        conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares.  The closing of any sale pursuant to this Subsection




          4.1(b) shall occur within the later of one hundred twenty (120) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).

    

    

    (c)          If all New Securities referred to in the
        Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and
        sell the remaining unsubscribed portion of such New Securities 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 New Securities within such period, or if such agreement is not consummated within forty-five (45) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall
        not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1.

    

    

    (d)          The right of first offer in this Subsection




          4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); (ii) equity securities issued in the IPO; and (iii) the issuance of shares of Series B Preferred Stock to Additional Purchasers
        pursuant to Subsection 1.3 of the Purchase Agreement.

    

    

    
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    4.2          Termination.  The covenants set forth in Subsection
          4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO that results in the conversion of all outstanding Preferred Stock to Common Stock, (ii) when the Company first becomes subject to the
        periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

    

    

    5          Additional Covenants.

    

    

    5.1          Insurance.  The Company will use commercially reasonable
        efforts to cause its existing Directors and Officers liability insurance coverage in an amount not less than $5,000,000 to be maintained until such time as the Board of Directors, including a majority of the Preferred Directors, determines that
        such insurance should be discontinued.

    

    

    5.2          Employee Agreements.  The Company will cause each person
        now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary
        rights assignment agreement.

    

    

    5.3          Employee Stock.  Unless otherwise approved by the Board
        of Directors, including a majority of the Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be
        required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued
        employment or service, and the remaining shares vesting in equal quarterly installments over the following thirty-six (36) months, (ii) a market standoff provision substantially similar to that in Subsection 2.11, and (iii) no acceleration
        of vesting upon a Liquidation Event, as defined in the Company’s Certificate of Incorporation, as amended from time to time.  In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors, the
        Company shall retain a “right of first refusal” on employee transfers until the IPO and shall have the right to repurchase unvested shares at the lower of cost or fair market value upon termination (with or without cause) of employment of a holder
        of restricted stock.

    

    

    5.4          Matters Requiring Investor Director Approval.  So long
        as the holders of Preferred Stock are entitled to elect Preferred Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the
        affirmative vote of a majority of the Preferred Directors:

    

    

    (a)          incur any expenditures, or create or
        authorize aggregate indebtedness, in either case in excess of $500,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business;

    

    

    
      21

      
        


    

    (b)          increase the number of shares of Common
        Stock reserved for issuance under the Company’s 2014 Equity Incentive Plan or create any new equity incentive plan;

    

    

    (c)          create any committee of the Board of
        Directors;

    

    

    (d)          acquire more than fifty percent (50%) of the
        voting securities, or all or substantially all of the assets of any business (whether by stock or asset purchase, merger, consolidation or otherwise) for consideration in excess of $500,000;

    

    

    (e)          establish or invest in any subsidiary or
        joint venture;

    

    

    (f)          enter into any materially new line of
        business or materially alter or change the Company’s business as it is presently conducted and contemplated to be conducted today;

    

    

    (g)          terminate or change the Company’s then
        current chief executive officer;

    

    

    (h)          transfer of any intellectual property or
        grant any exclusive rights to the Company’s intellectual property or any exclusive distribution rights;

    

    

    (i)          effect any sales or other dispositions of
        Company assets outside the ordinary course of business exceeding $250,000; or

    

    

    (j)          enter into any agreement or transaction with
        any officer or director or employee or stockholder of the Corporation or any family member thereof.

    

    

    5.5          Board Matters.  Unless otherwise determined by the vote
        of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.  The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred
        (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.  The Company shall enter in an indemnification agreement with each current and future Preferred Director in a form approved by the Board
        of Directors, including at least two of the Preferred Directors.  Additionally, the Preferred Director designated by JJDC shall be entitled in such person’s discretion to be a member of any committee of the Board of Directors.

    

    

    5.6          Successor Indemnification.  If the Company or any of its
        successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the
        successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws,
        the Certificate of Incorporation (as amended, or elsewhere, as the case may be.

    

    

    
      22

      
        


    

    5.7          Right to Conduct Activities.  The Company hereby agrees
        and acknowledges that Acme, Decheng, Madrone, Section 32 and JJDC (together with their respective Affiliates) are investment funds or venture arms of their Affiliates, and as such make or hold investments in, or trade in securities of, companies
        that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted).  The Company hereby agrees that, to the extent permitted under applicable law, Acme, Decheng, Madrone, Section 32 and JJDC
        (together with their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Acme, Decheng, Madrone, Section 32 or JJDC in any entity competitive with the Company, or activities
        of such Affiliates that may be competitive to the Company, or (ii) actions taken by any partner, officer or other representative of Acme, Decheng, Madrone, Section 32 or JJDC, to assist any such competitive company (including, but not limited to,
        JJDC’s activities in connection with its Affiliates), whether or not such action was taken as a member of the board of directors of such company or otherwise, and whether or not such action has a detrimental effect on the Company; provided,
        however, that the foregoing shall not relieve (x) any of the Investors from liability associated with unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the
        Company from any liability associated with his or her fiduciary duties to the Company.  The Company acknowledges that Decheng, Acme, Section 32, Madrone and JJDC are in the business of private equity investing and therefore review the business
        plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company.  Nothing in this Agreement shall preclude, create an obligation
        or duty, or in any way restrict Decheng, Madrone, Section 32, Acme and JJDC (or any of their respective Affiliates) from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or
        participating in any particular enterprise, whether or not such enterprise has products or services which compete with those of the Company.

    

    

    5.8          Founder Grants.  Promptly after the Closing, the
        Company’s Board of Directors will approve new equity grants to each of the Company’s Founders, Ayub Khattak and Clint Sever, equal to six percent (6%) in the aggregate (four percent (4%) to Ayub Khattak and two percent (2%) to Clint Sever) of the
        Company’s fully diluted capitalization immediately after the Closing, subject to 4 year vesting (no cliff), and on the same terms and conditions as earlier grants to such Founders.

    

    

    5.9          Termination of Covenants.  The covenants set forth in
        this Section 5 (other than Sections 5.6, 5.7 and 5.10) shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO that results in the conversion of all outstanding
        Preferred Stock to Common Stock, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, and (iii) upon a Liquidation Event, as such term is defined in the Company’s
        Certificate of Incorporation.

    

    

    5.10          Indemnification Matters.  The Company hereby
        acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses
        and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”).  The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund
        Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or
        on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights
        such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery
        of any kind in respect thereof.  The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the
        Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

    

    

    
      23

      
        


    

    6          Miscellaneous.

    

    

    6.1          Successors and Assigns.  The rights under this Agreement
        may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder, (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one
        or more of such Holder’s Immediate Family Members, or (iii) after such transfer holds at least five percent (5%) shares of Registrable Securities (subject to appropriate adjustment for stock, splits, stock dividends, combinations, and other
        recapitalizations; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to
        which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. 
        For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a
        trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually
        for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement.  The terms and conditions of this Agreement inure to the benefit of and are
        binding upon the respective successors and permitted assignees of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees
        any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

    

    

    6.2          Governing Law.  This Agreement shall be governed by the
        internal law of the State of Delaware, without giving effect to any conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

    

    

    
      24

      
        


    

    6.3          Counterparts.  This Agreement may be executed in two (2)
        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.

    

    

    6.4          Titles and Subtitles.  The titles and subtitles used in
        this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

    

    

    6.5          Notices.  All notices and other communications given or
        made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the
        recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or
        (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.  All communications shall be sent to the respective
        parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or
        address as subsequently modified by written notice given in accordance with this Subsection 6.5.  If notice is given to the Company, a copy shall also be sent to Wilmer Hale LLP, 950 Page Mill Road, Palo Alto, CA 94304, Attn:  E. Thom
        Rumberger Jr., Esq.

    

    

    6.6          Amendments and Waivers.  Any term of this Agreement may
        be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders
        of a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c); and provided further that any provision hereof may be waived
        by any waiving party on such party’s own behalf, without the consent of any other party and that Subsection 3.3(a) may not be amended without the written consent of Acme, Subsection 3.3(b) may not be amended without the written
        consent of Cove and Subsection 3.3(c) may not be amended without the written consent of JJDC.  Notwithstanding the foregoing, any amendment to this Agreement that would change the definition of “Major Investor” to increase the Registrable
        Security ownership threshold for such status shall not apply to a then-current Major Investor without the written consent of such Major Investor (and absent such consent, notwithstanding any amendment to this Agreement to the contrary, such Major
        Investor shall remain a “Major Investor” following such amendment).  Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the
        written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be
        deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction) and (b) Subsections




          3.1 and 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors (including this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or waived without the written
        consent of the holders of a majority of the Registrable Securities then outstanding and held by the Major Investors.  Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any
        Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other
        parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9.  The Company shall give prompt notice of any amendment, modification or termination hereof or waiver
        hereunder to any party hereto that did not consent in writing to such amendment, modification, termination, or waiver.  Any amendment, modification, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on
        all parties hereto, regardless of whether any such party has consented thereto.  No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or
        continuing waiver of any such term, condition, or provision.

    

    

    
      25

      
        


    

    6.7          Severability.  In case any one or more of the provisions
        contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or
        unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

    

    

    6.8          Aggregation of Stock.  All shares of Registrable
        Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they
        deem appropriate.

    

    

    6.9          Additional Investors.  Notwithstanding anything to the
        contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Preferred Stock shall become a party
        to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder.  No action or consent by the Investors shall be required for such
        joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

    

    

    6.10          Entire Agreement.  Upon the effectiveness of this
        Agreement, the Prior Agreement shall be deemed amended and restated to read in its entirety as set forth in this Agreement.  This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement
        among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

    

    

    
      26

      
        


    

    6.11          Waiver of Right of First Offer.  Except as set forth in
        the proviso below, solely for purposes of the transactions contemplated by the Purchase Agreement and solely with respect to the issuance of up to 27,308,229 shares of Series C-1 Preferred Stock and 1,690,380 shares of Series C-2 Preferred Stock,
        the right of first offer set forth in Section 4 of the Prior Agreement is hereby waived in its entirety; provided, however, that the foregoing waiver shall have no force or effect with respect to, and
        nothing contained herein shall (or shall be deemed to) waive or modify the rights, preferences, privileges, or remedies of, any Major Investor who exercised or exercises its right of first offer in respect of the Company’s offering of Series C
        Preferred Stock, in each case, in accordance with Section 4 of the Prior Agreement.

    

    

    6.12          Dispute Resolution.  The parties (a) hereby irrevocably
        and unconditionally submit to the jurisdiction of the state courts of the State of California and to the jurisdiction of the United States District Court for the Southern District of California for the purpose of any suit, action or other
        proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of State of California or the United States District Court
        for the Southern District of California, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the
        above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or
        the subject matter hereof may not be enforced in or by such court.

    

    

    In any dispute between the parties, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief
      to which such party may be entitled.  Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Southern District of California or any court of the State of California
      having subject matter jurisdiction.

    

    

    6.13          Delays or Omissions.  No delay or omission to exercise
        any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party, nor shall it be
        construed to be a waiver of or acquiescence to any such breach or default, or to 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 theretofore
        or thereafter occurring.  All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

    

    

    
      27

      
        


    

    6.14          Press Releases.  The Company hereby agrees not to issue
        any press releases or make any public communications in connection with any Investor’s purchase of shares of Series C Preferred Stock pursuant to the Purchase Agreement without the prior written consent of Acme, Decheng and JJDC, except as may be
        required by law.  The expenses of any press releases or public communication issued by the Company in accordance with this Subsection 6.14 shall be borne by the Company.

    

    

    [Remainder of Page Intentionally Left Blank]

    

    

    
      28

      
        


      

    

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

     

    

    	
             

          	COMPANY:
	
             

          	
             

          	
             

          
	
             

          	CUE HEALTH INC.
	
             

          	
             

          	
             

          
	
             

          	By: 

            	/s/ Ayub Khattak

          
	
             

          	Name:	Ayub Khattak
	
             

          	Title:	President and Chief Executive Officer
	
             

          	
             

          	
             

          
	 	Address:	
            4980 Carroll Canyon Rd Suite 100,  

            San Diego, CA 92121

          


                

    
    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

    

    

    
      	
               

            	INVESTORS:
	
               

            	
               

            	
               

            
	
               

            	
              SHERPA VENTURES FUND, LP

            
	
               

            	
               

            	
               

            
	
               

            	By: 

            	Sherpa Ventures Fund GP, LLC
	
               

            	Its:	General Partner
	
               

            	
               

            	
               

            
	 	By: 

              	/s/ Scott Stanford 

            
	 	Name:	 Scott Stanford
	 	Title:	Managing Partner
	
               

            	
               

            	
               

            
	 	Address:	800 Market Street, Floor 8

              San Francisco, CA 94102

              portfolio@sherpa.com


    

       

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

     

    

    
      
        	
                 

              	INVESTORS:
	
                 

              	
                 

              	
                 

              
	
                 

              	
                SHERPA VENTURES FUND, LP

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By: 

              	Sherpa Ventures Fund GP, LLC
	
                 

              	Its:	General Partner
	
                 

              	
                 

              	
                 

              
	
                 

              	By: 

                	/s/ Scott Stanford

              
	 	Name: 

                	 Scott A. Stanford
	 	Title:  	Managing Director
	 	 	 
	 	Address:	800 Market Street, Floor 8

                San Francisco, CA 94102

                portfolio@sherpa.com


      

              

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

     

    

    
      	
               

            	INVESTORS:
	
               

            	
               

            	
               

            
	
               

            	JOHNSON & JOHNSON INNOVATION – JJDC, INC.
	
               

            	
               

            	
               

            
	
               

            	By:	/s/ Asish K. Xavier. Ph.D.

              
	
               

            	Name: 

              	Asish K. Xavier. Ph.D.
	 	Title:	Vice President, Venture Investments
	
               

            	
               

            	
               

            
	
               

            	Address:	
              410 George Street

                New Brunswick, New Jersey 08901

                Attention:  Vijay Murthy & Linda Vogel

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

                

    
    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

     

    

    	
             

          	INVESTORS:
	
             

          	
             

          	
             

          
	
             

          	
            BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 

            

          
	
             

          	
             

          	
             

          
	
             

          	By:	/s/ Tammy A. Keely

          
	
             

          	Name:	 Tammy A. Keely
	
             

          	Title:	Vice President
	
             

          	
             

          	
             

          


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

     

    

    	
             

          	INVESTORS:
	
             

          	
             

          	
             

          
	
             

          	10100 LLC
	
             

          	
             

          	
             

          
	
             

          	By: 

            	 /s/ Tara Dhingra   


            

          
	
             

          	Name: 

            	 Tara Dhingra
	
             

          	Title:	President
	
             

          	
             

          	
             

          
	
             

          	
            Dept #1178

            PO Box 2652

            Menlo Park, CA

          
	
             

          	
             

          	
             

          


      

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          	
             

          
	
             

          	COVE INVESTORS I, LLC

          
	
             

          	
             

          	
             

          
	
             

          	By: 

          	Oakmont Corporation
	
             

          	Its:  	Administrator
	
             

          	
             

          	
             

          
	
             

          	By: 

            	/s/ Peter Carlton  

          
	
             

          	Name:	Peter Carlton
	
             

          	Title:  	President
	 	Address:	865 South Figueroa St, 7th Floor

            Los Angeles, CA 90017


      

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          	
             

          
	
             

          	TARSADIA FOUNDATION
	
             

          	
             

          	
             

          
	
             

          	By: 

            	/s/ Maya Patel  

          
	
             

          	Name: 

            	Maya Patel
	
             

          	Title:	 President
	
             

          	
             

          	
             

          
	
             

          	Address:	520 Newport Center Drive, 21st Floor

            Newport Beach, CA 92660
	
             

          	
             

          	
             

          


                

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

    

    

    
      	
               

            	INVESTORS:	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              FORESITE CAPITAL FUND IV, L.P.

            
	
               

            	
               

            	
               

            
	
               

            	By: 

            	Foresite Capital Management IV, LLC
	
               

            	Its:	 General Partner
	
               

            	
               

            	
               

            
	
               

            	By: 

              	/s/ Dennis D. Ryan 

            
	
               

            	Name: 

              	 Dennis D. Ryan
	
               

            	Title:	
              Chief Financial Officer

            
	 	 	 
	 	
              Address:

              

            	
              600 Montgomery Street, Suite 4500

               San Francisco, CA 94111 

            


    

    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

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

    

    

    
      
        	
                 

              	INVESTORS:
	
                 

              	
                 

              	
                 

              
	
                 

              	
                FORESITE CAPITAL OPPORTUNITY FUND V, L.P.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:	Foresite Capital Opportunity Management V, LLC
	
                 

              	Its:	 General Partner
	
                 

              	
                 

              	
                 

              
	
                 

              	By:	/s/ Dennis D. Ryan  

              
	
                 

              	Name: 

                	 Dennis D. Ryan
	
                 

              	Title: 

                	Chief Financial Officer
	 	 	 
	 	Address:	
                600 Montgomery Street, Suite 4500

                 San Francisco, CA 94111 

              


      

    

     

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	 	INVESTORS:
	 	 
	
             

          	
            LINDAMERE DRIVE, LLC

          
	 	 
	 	By:

          	Oakmont Corporation
	
             

          	
            Its:  

          	
            Administrator

          
	 	 	 
	
             

          	
            By: 

              

          	
            /s/ Peter Carlton

            

          
	
             

          	
            Name:

          	
            Peter Carlton

               

          
	
             

          	
            Title:

          	
             

          
	 	 	 
	 	Address:	865 South Figueroa St, 7th

            Floor Los Angeles, CA 90017


     

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

    

    	 	INVESTORS:
	 	 
	
             

          	
            COVE INVESTORS II, LLC

          
	 	 
	 	By:

          	Oakmont Corporation
	
             

          	
            Its:  

          	
            Administrator

          
	 	 	 
	
             

          	
            By: 

              

          	
            /s/ Peter Carlton

            

          
	
             

          	
            Name:

          	
            Peter Carlton

               

          
	
             

          	
            Title:

          	
            President

          
	 	 	 
	 	Address:	865 South Figueroa St, 7th

            Floor Los Angeles, CA 90017


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

    

    	 	INVESTORS:
	 	 
	
             

          	
            GREYSCALE, LLC

          
	 	 
	 	By:

          	/s/ Matt Agnune          

            
	
             

          	
            Name:

            

          	
            Matt Agnune

          
	 	Title:

          	CFO


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	
            AMERICAN FIDELITY CORPORATION

          
	
             

          	
             

          
	
             

          	
            By:

          	
            John Cassil

          
	
             

          	
            Its: 

          	
            SVP, CFO

          
	
             

          	
             

          	
             

          
	
             

          	
            By:

          	/s/ John Cassil     

          
	
             

          	
            Name:

          	John Cassil
	
             

          	
            Title:

          	SVP, CFO
	
             

          	
             

          	
             

          
	
             

          	
            Address:

          	9000 Cameron Parkway

            Oklahoma City, OK 73114

            Attn:  Jim Wheeler


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	
            FLAT WORLD (CUE) LP

          
	
             

          	
             

          
	
             

          	
            By:

          	 /s/ Anna-Marie Wascher    

          
	
             

          	
            Name:

          	Anna-Marie Wascher
	
             

          	
            Title:

          	Managing Partner


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	
            FLAT WORLD (CUE) LP

          
	
             

          	
             

          
	
             

          	
            By:

          	 /s/ Anna-Marie Wascher    

          
	
             

          	
            Name:

          	Anna-Marie Wascher
	
             

          	
            Title:

          	Chief Executive Officer


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	ROHAN OZA
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Rohan Oza    

          
	 	 	 
	
             

          	Address:

          	145 Reade Street Apt. 175

            New York, NY 10013


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    
      	
               

            	
              INVESTORS:

            
	
               

            	
               

            
	
               

            	PGVC 2018 LLC
	
               

            	
               

            
	
               

            	
              By:

            	Jabodon PT Company dba Pritzker Group
	
               

            	
              Its: 

            	 Managing Member
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	/s/ Christopher E. Girgenti     

              
	
               

            	
              Name:

            	Christopher E. Girgenti
	
               

            	
              Title:

            	Authorized Signatory


    

    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	
            ANP HANOVER HOLDINGS LLC

          
	
             

          	
             

          
	
             

          	
            By:

          	 Jabodon PT Company, Manager
	
             

          	
             

          	
             

          
	
             

          	
            By:

          	/s/ Eric A. Schreiner       

            
	
             

          	
            Name:

          	Eric A. Schreiner
	
             

          	
            Title:

          	
            President

          
	
             

          	
             

          	
             

          
	
             

          	
            Address:

          	
            111 S. Wacker Drive, Suite 4000

              Chicago, IL 60606

              Email:  investments@pritzkergroup.com

          


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	RONO, LLC
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Rohan Oza      

          
	
             

          	
            Name:

          	Rohan Oza
	
             

          	
            Title:

          	Manager
	 	 	 
	 	Address:	145 Reade Street Apt. 175

            New York, NY 10013


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

    
       

      

      	
               

            	
              INVESTORS:

            
	
               

            	
               

            
	
               

            	Hlth Wrk LLC
	
               

            	
               

            
	
               

            	
              By:

            	/s/ Chris Achar 

            
	 	 	 
	 	Address:	6443 Lindenhurst Avenue

              Los Angeles, CA 90048


      

      

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	SECTION 32 FUND 2, LP
	
             

          	
             

          
	
             

          	
            By:

          	
            Section 32 GP 2, LLC,

          
	
             

          	
            Its: 

          	General Partner
	
             

          	
             

          	
             

          
	
             

          	
            By:

          	
            /s/ Jennifer L. Kercher       

            

          
	
             

          	
            Name:

          	Jennifer L. Kercher
	
             

          	
            Title:

          	Chief Operating Officer
	
             

          	
             

          	
             

          
	
             

          	
            Address:

          	
            171 Main Street, #671

              Los Altos, CA 94022

          
	 	 	 
	 	Email:

          	 notice@section32.com
	 	Attn: 

          	 Chief Operating Officer


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	DECHENG CAPITAL CHINA LIFE

            SCIENCES USD FUND Ill, L.P.
	
             

          	
             

          
	
             

          	
            By:

          	
             Decheng Capital Management III

            (Cayman), LLC 

          
	
             

          	
            Name:

            

          	Xiangmin Cui Title:  Managing Director
	
             

          	
             

          	
             

          
	
             

          	
            By:

          	
            /s/ Xiangmin Cui     

          
	
             

          	
            Name:

          	Xiangmin Cui
	
             

          	
            Title:

          	Managing Director
	
             

          	
             

          	
             

          
	
             

          	
            Address:

          	
            3000 Sand Hill Road

              Building 2, Suite 110

              Menlo Park, CA 94025

          
	 	 	 
	 	Attn:

          	 
	 	Fax:	 
	 	Email:

          	

          
	 	Email: 

          	[***]


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	
            WEIJI CUI AND JIN ZHOU, TRUSTEES OF 

            THE CUI FAMILY REVOCABLE TRUST

          
	
             

          	
             

          
	
             

          	
            By:

          	
            /s/ Weiji Cui        

            

          
	
             

          	
            Name:

          	Weiji Cui
	
             

          	
            Title:

          	
            Trustee

          


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	
            MADRONE OPPORTUNITY FUND, L.P.

            by its General Partner:

          
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Greg Penner   

          
	
             

          	
            Name:

          	Greg Penner
	
             

          	
            Title:

          	Managing Member
	 	 	 
	 	Address:

          	1149 Chestnut Street, Suite 200

            Menlo Park, CA 94025

            madrone@weimail.com


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	RCHI, LLC
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Daniel Larsen    
	
             

          	
            Name:

          	Daniel Larsen
	
             

          	
            Title:

          	Assistant Vice President & Secretary
	 	 	 
	 	Address:

          	
            4980 Carroll Canyon Rd Suite 100, 

            San Diego, CA 92121

          


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	RAJENDRA SINGH2008 FAMILY TRUST
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Neera Singh        
	
             

          	
            Name:

          	Neera Singh
	
             

          	
            Title:

          	Trustee
	 	 	 
	 	Address:

          	23 Indian Creek Island Road

            Indian Creek Village, FL 33154


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	NEERAJ CHANDRA
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Neeraj Chandra   

          
	
             

          	
            Name:

          	Neeraj Chandra


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	NVGA I, LLC
	
             

          	
             

          
	
             

          	
            By:

          	TFC Manager, LLC
	
             

          	
            Its: 

          	Manager
	
             

          	
             

          	
             

          
	
             

          	
            By:

          	/s/ Vikram Patel          

            
	
             

          	
            Name:

          	Vikram Patel
	
             

          	
            Title:

          	Manager
	
             

          	
             

          	
             

          
	
             

          	
            Address:

          	
            4980 Carroll Canyon Rd Suite 100, 

            San Diego, CA 92121

          


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	ART99 INVESTMENTS LLC
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Wendi Murdoch       
	
             

          	
            Name:

          	Wendi Murdoch
	
             

          	
            Title:

          	Managing Member
	 	 	 
	 	Address:

          	c/o NKSFB

            810 Seventh Ave, Suite 1701

            New York, NY 10019


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	SOFREH CAPITAL
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Shervin Pishevar              
	
             

          	
            Name:

          	Shervin Pishevar
	
             

          	
            Title:

          	Managing Director
	 	 	 
	 	Address:

          	382 NE 191st ST #24148

            Miami, FL 33179


    

    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	NOW INVESTMENTS, INC.
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Peter Sadek             
	
             

          	
            Name:

          	Peter Sadek
	
             

          	
            Title:

          	Director
	 	 	 
	 	Address:

          	
            Craigmuir Chambers, Road Town 

            VG1110 Tortola, BVI

          


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    

    

    

    

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

     

    

     

    

     

    

    	
             

          	
            INVESTORS:

          
	
             

          	
             

          
	
             

          	PPC IP INVESTOR 2020-II LLC
	
             

          	
             

          
	
             

          	
            By:

          	/s/ Ceron Rhee            
	
             

          	
            Name:

          	Ceron Rhee
	
             

          	
            Title:

          	Manager
	 	 	 
	 	Address:

          	11150 Santa Monica Blvd, Suite 1510

            Los Angeles, CA 90025


    

    
      SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

      
        


      

    

    SCHEDULE A

       

       

        Investors

    

    

    Investor

    

    

    Sherpa Ventures Fund, LP

    800 Market Street, Floor 8

    San Francisco, CA 94102

    [***]

    

    

    

    Sherpa Ventures Fund II, LP

    800 Market Street, Suite

    800 San Francisco, CA 94102

    [***]

    

    

    NVGA I, LLC

    c/o Sierra Fiduciary Support Services

    100 West Liberty St., Ste. 750

    Reno, NV 89501

    [***]

    

    

    Johnson & Johnson Innovation – JJDC, Inc.

    410 George Street

    New Brunswick, New Jersey 08901

    Attention:  Vijay Murthy & Linda Vogel

    

    

    With a copy to:

    

    

    Johnson & Johnson Law Department

    Johnson & Johnson

    One Johnson & Johnson Plaza

    New Brunswick, New Jersey 08933

    Attention:  Kevin Norman, Senior Counsel, Equity

    Transactions

    

    

    Cove Investors I, LLC

    865 South Figueroa Street, 7th

    Floor Los Angeles, CA 90017

    

    

    Cove Investors II, LLC

    865 South Figueroa Street, 7th

    Floor Los Angeles, CA 90017

    

    

    Code Holdings LLC

    Attn:  Robert L. Schooler, CFO

    101 Second Street, Suite 2225 San Francisco, CA 94105

    

    

    
      
        


      

    

    RONO, LLC

    145 Reade Street, Apt. 175

    New York, NY 10013

    

    

    Rohan Oza

    [***]
    

    

    WEHO Investments, LLC

    Attn:  Robert P. Hrtica, Manager

    c/o Appian Way

    9255 Sunset Blvd., Suite 615

    West Hollywood, CA 90069

    

    

    Been There, LLC

    Attn:  Kenneth B. Hertz, Managing Member

    1800 Century Park East, Suite 1000

    Los Angeles, CA 90067

    

    

    John C. Kennedy

    [***]
    

    

    The Tanbark Trust

    c/o Lee C. Linden, Trustee

  

   [***]
     

    

    Amber R. Arbucci

    [***]
    

    

    Vincent V. Laresca

    [***]
    

    

    Jason Goldberg

    [***]
    

    

    Charles M. Pacheco

  

  [***]
     

    

    Di-Ann Eisnor

    [***]
    

    

    
      
        


      

    

    Trendtrade International P/L

    Attn:  Lance Kalish, Director

    [***]

    

    

    The Marc R. Benioff Revocable Trust u/a/d 12/3/04

    c/o Marc R. Benioff, Trustee

    [***]
    

    

    Brooklyn Elias

    [***]
    

    

    Mokhtarzada Holdings, LLC

    Attn:  Haroon Mokhtarzada

    [***]
    

    

    April D. Underwood

    [***]
    

    

    James A Messina

    [***]
    

    

    Playtime Ventures, LLC

    Attn:  Mr. John Shahidi

    [***]
    

    

    Sage Spring Partners LLC

    Attn:  Bikram Dang, Partner

  

  [***]
     

    

    Greg Silverman

    [***]
    

    

    
      
        


      

    

    Treeline Interactive, LLC

    3725 Mission Blvd.

    San Diego, CA 92109

    

    

    Flat World (Cue) LP

    386 Park Ave South

    18th Floor

    New York, New York 10013

    

    

    Flat World (Cue III) LP

    3725 Mission Blvd.

    San Diego, CA 92109

    

    

    Neeraj Chandra

  

  [***]
     

    

    RCHI, LLC

    c/o The Yucaipa Companies

    9130 West Sunset Boulevard

    Los Angeles, CA 90069

    Attn:  Legal Department

    [***]
     

    

    Greyscale, LLC

    121 Kercheval Avenue

    Gross Pointe, MI 48236

    

    

    Rajendra Singh 2008 Family Trust

    23 Indian Creek Island Road

    Indian Creek Village, FL 33154

    [***]
     

    

    10100 LLC

    Dept #1178

    PO Box 2652

    Menlo Park, CA 94026

    [***]

    

    

    American Fidelity

    9000 Cameron Parkway

    Oklahoma City, OK 73114

    Attn:  Jim Wheeler

    [***]

    

    

    
      
        


      

    

    Broad Street Principal Investments, L.L.C.

    

    200 West Street

    New York, NY 10282

    Attn:  Benjamin Hohl

    [***]
     

    

    IHS Ventures Partners LLC

    600 Brickell Avenue

    Suite 1725

    Miami, FL 33131

    

    

    Dentsu Ventures Global Fund I

    1-8-1

    Higashi-Shimbashi,

    Minato-Ku, Tokyo

    105-7001, Japan

    

    

    KBBO Ventures

    38th KBBO Office

    Jumeriah Etihad Towers,

    Abu Dhabi

    

    

    Babel SPV I LLC

    441 Burnett Avenue

    San Francisco, California 94131

    

    

    Babel SPV II LLC

    441 Burnett Avenue

    San Francisco, California 94131

    

    

    Babel Fund I LP

    441 Burnett Avenue

    San Francisco, California 94131

    

    

    Zephyr Cove Capital, LLC

    276 Kingsbury Grade, Suite 2000

    P.O. Box 3390

    Stateline, NV 89449-3390

    

    

    Dr. Vishal Mehta

    [***]
    
      
        


      

    

    Kali J. Caldwell

    [***] 

     

    

    Bravetime International Limited

    P.O. Box 957

    Offshore Incorporations Centre

    Road Town, Tortola, British Virgin Islands

    

    

    ANP Hanover Holdings LLC

    111 S Wacker Drive, Suite 4000

    Chicago, IL 60606

    investments@pritzkergroup.com

    

    

    M13 Holding LLC

    215 La Cienega Blvd #200

    Beverly Hills, CA 90211

    

    

    Troy Capital Partners Fund I, LP

    225 Arizona Avenue, Suite 200

    Santa Monica, CA 90401

    

    

    Hlth Wrk LLC

    Attn:  Chris Achar

    [***]

    

    

    Sarrah Hallock

    [***]
    

    

    Brett Thomas

    [***]
    

    

    Section 32 Fund 2, LP

    Address:  171 Main Street, #671

    Los Altos, CA 94022

    Email:  notice@section32.com

    Attn:  Chief Operating Officer

    

    

    Kevin Krenitsky Revocable Trust 2018

    [***]
    
      
        


      

    

    Decheng Capital China Life Sciences USD Fund III, L.P.

    3000 Sand Hill Rd, Bldg 2, Ste 110

    Menlo Park, CA 94025

    

    

    Madrone Opportunity Fund, L.P.

    1149 Chestnut Street

    Suite 200

    Menlo Park, CA 94025

    [***]

    

    

    Weiji Cui and Jin Zhou, Trustees of the Cui Family Revocable Trust

    [***]
     

    

    Foresite Capital Fund V, L.P.

    600 Montgomery St, Ste 4500

    San Francisco, CA 94111

    Attn:  Dennis Ryan

    [***]

    

    

    Foresite Capital Opportunity Fund V,

    L.P. 600 Montgomery St, Ste 4500

    San Francisco, CA 94111

    Attn:  Dennis Ryan

    [***]

    

    

    Foresite Capital Fund IV, L.P.

    600 Montgomery St, Ste 4500

    San Francisco, CA 94111

    Attn:  Dennis Ryan

    [***]

    

    

    Lindamere Drive, LLC

    865 South Figueroa Street, 7th

    Floor Los Angeles, CA 90017

    [***]

    

    

    Tarsadia Foundation

    520 Newport Center Dr., 21st Floor

    Newport Beach, CA 92660

    Attn:  Rishi Reddy

    [***]

    

    

    PGVC 2018 LLC

    111 S Wacker Drive, Suite 4000

    Chicago, IL 60606

    [***]
    
      
        


      

    

    Art99 Investments LLC

    c/o NKSFB

    810 Seventh Ave, Suite 701

    New York, NY 10019

    [***]
     

    

    Sofreh Capital LP

    382 NE 191st Street #24148

    Miami, FL 33179-3899

    [***]
     

    

    PPC IP Investor 2020-II LLC

    11150 Santa Monica Blvd, Suite 1510

    Los Angeles, CA 90025

    [***]