EX-4.2






 Exhibit 4.2 

MINERVA SURGICAL, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

December 19, 2012 













 TABLE OF CONTENTS 

 

									
	        	  	 	  	 	  	Page	 
	Section 1 Definitions	  	 	1	 
				
		  	1.1	  	 Certain Definitions
	  	 	1	 
		
	Section 2 Registration Rights	  	 	3	 
				
		  	2.1	  	 Requested Registration
	  	 	3	 
		  	2.2	  	 Company Registration
	  	 	5	 
		  	2.3	  	 Registration on Form S-3
	  	 	7	 
		  	2.4	  	 Expenses of Registration
	  	 	7	 
		  	2.5	  	 Registration Procedures
	  	 	8	 
		  	2.6	  	 Indemnification
	  	 	9	 
		  	2.7	  	 Information by Holder
	  	 	10	 
		  	2.8	  	 Restrictions on Transfer
	  	 	11	 
		  	2.9	  	 Rule 144 Reporting
	  	 	12	 
		  	2.10	  	 Market Stand-Off Agreement
	  	 	13	 
		  	2.11	  	 Delay of Registration
	  	 	13	 
		  	2.12	  	 Transfer or Assignment of Registration Rights
	  	 	13	 
		  	2.13	  	 Limitations on Subsequent Registration Rights
	  	 	14	 
		  	2.14	  	 Termination of Registration Rights
	  	 	14	 
		
	 Section 3 Information Covenants of the Company
	  	 	14	 
				
		  	3.1	  	 Basic Financial Information and Inspection Rights
	  	 	14	 
		  	3.2	  	 Inspection
	  	 	15	 
		  	3.3	  	 Confidentiality
	  	 	15	 
		  	3.4	  	 Compensation Committee
	  	 	15	 
		  	3.5	  	 Board Observer
	  	 	15	 
		  	3.6	  	 Director Expenses
	  	 	15	 
		  	3.7	  	 D&O Insurance
	  	 	16	 
		  	3.8	  	 Indemnification Matters
	  	 	16	 
		  	3.9	  	 Proprietary Information and Inventions Agreement
	  	 	16	 
		  	3.10	  	 Options Vesting
	  	 	16	 
		  	3.11	  	 FIRPTA Compliance
	  	 	16	 
		  	3.12	  	 Qualified Small Business Stock
	  	 	17	 
		  	3.13	  	 Termination of Covenants
	  	 	17	 
		
	Section 4 Right of First Refusal	  	 	17	 
				
		  	4.1	  	 Right of First Refusal to Significant Holders
	  	 	17	 
		
	Section 5 Miscellaneous	  	 	19	 
				
		  	5.1	  	 Amendment
	  	 	19	 
		  	5.2	  	 Notices
	  	 	19	 
		  	5.3	  	 Governing Law
	  	 	20	 
		  	5.4	  	 Successors and Assigns
	  	 	20	 
		  	5.5	  	 Entire Agreement
	  	 	20	 
		  	5.6	  	 Delays or Omissions
	  	 	20	 
		  	5.7	  	 Severability
	  	 	20	 














 TABLE OF CONTENTS 

(Continued) 
  

									
	 	  	 	  	 	  	Page	 
	         
	  	5.8	  	 Titles and Subtitles
	  	 	21	 
		  	5.9	  	 Counterparts
	  	 	21	 
		  	5.10	  	 Telecopy Execution and Delivery
	  	 	21	 
		  	5.11	  	 Jurisdiction; Venue
	  	 	21	 
		  	5.12	  	 Further Assurances
	  	 	21	 
		  	5.13	  	 Attorneys’ Fees
	  	 	21	 
		  	5.14	  	 Aggregation of Stock
	  	 	21	 


  
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 MINERVA SURGICAL, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 19, 2012, by and
among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on
Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1. 

RECITALS 
 WHEREAS:
The Company and certain of the Investors are parties to that certain Amended and Restated Investors’ Rights Agreement dated May 18, 2011 by and among the Company and those persons and entities set forth on Exhibit A thereto (the
“Previous Agreement”); 
 WHEREAS: Certain of the Investors are parties to the Series D Preferred Stock
Purchase Agreement of even date herewith, among the Company and the Investors listed on the Schedule of Investors thereto (the “Purchase Agreement”), and it is a condition to the closing of the sale of shares of the Company’s
Series D Preferred Stock to the Investors listed on such Schedule of Investors that the Investors and the Company execute and deliver, and amend and restate in its entirety the Previous Agreement with, this Agreement. 

NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows: 
 Section 1 

Definitions 
 1.1
Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 
 (a)
“Board” means the Company’s board of directors. 
 (b) “Change of Control” shall mean a Liquidation
Event as defined in Article V, Section 3(d) of the Restated Certificate. 
 (c) “Closing” means the date of the sale
of shares of the Company’s Series D Preferred Stock pursuant to the Purchase Agreement. 
 (d) “Commission” means the
Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. 
 (e) “Common
Stock” means the Common Stock of the Company. 

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

(g) “Holder” means any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the
registration rights conferred by this Agreement have been duly and validly transferred in accordance with Section 2.12 of this Agreement. 

(h) “Indemnified Party” has the meaning set forth in Section 2.6(c) hereto. 

(i) “Indemnifying Party” has the meaning set forth in Section 2.6(c) hereto. 

(j) “Initial Public Offering” shall mean a Qualified Public Offering as defined in Article V, Section 4(b) of the
Restated Certificate. 
 (k) “Initiating Holders” means any Holder or Holders who in the aggregate hold at least 66 2/3% of
the outstanding Registrable Securities. 
 (l) “New Securities” has the meaning set forth in
Section 4.1(a) hereto. 
 (m) “Other Selling Stockholders” means persons other than Holders who,
by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder. 
 (n)
“Other Shares” means shares of Common Stock, other than Registrable Securities (as defined below), (including shares of Common Stock issuable upon conversion of shares of any currently unissued series of Preferred Stock of the
Company) with respect to which registration rights have been granted. 
 (o) “Registrable Securities” means (i) shares
of Common Stock issued or issuable pursuant to the conversion of the Shares and (ii) 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 (i) above; provided, however, that Registrable Securities shall not include any shares of Common Stock described in clause
(i) or (ii) above which have previously been registered or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor’s rights
under this Agreement are not validly assigned in accordance with this Agreement. 
 (p) The terms “register,”
“registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the
declaration or ordering of the effectiveness of such registration statement. 
 (q) “Registration Expenses” means all
expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, fees and
disbursements of counsel for the Holders, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses and the compensation of regular employees of
the Company, which shall be paid in any event by the Company. 

  
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 (r) “Restated Certificate” means the Company’s Amended and Restated
Certificate of Incorporation, filed on or about the date hereof. 
 (s) “Restricted Securities” means any Registrable
Securities required to bear the first legend set forth in Section 2.8(c) hereof. 
 (t)
“Rule 144” means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

 (u) “Rule 145” means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be
amended from time to time, or any similar successor rule that may be promulgated by the Commission. 
 (v) “Securities Act”
means the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time. 

(w) “Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities. 
 (x) “Shares” means shares of the Company’s Series A Preferred Stock, shares of the
Company’s Series B Preferred Stock, shares of the Company’s Series C Preferred Stock and shares of the Company’s Series D Preferred Stock. 

(y) “Significant Holder” means each Holder who owns at least 1,500,000 Shares or shares of Common Stock issued upon
conversion of the Shares (each as presently constituted and subject to subsequent adjustments for any stock split, stock dividend, combination of shares, reorganization, recapitalization, reclassification or the like). 

(z) “Withdrawn Registration” means a forfeited demand registration under Section 2.1 in accordance
with the terms and conditions of Section 2.4. 
 Section 2 

Registration Rights 

2.1 Requested Registration. 

(a) Request for Registration. Subject to the conditions set forth in this Section 2.1, if the Company shall
receive from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or a part of the Registrable Securities (such request shall state the number of shares of Registrable
Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders), the Company will: 
 (i)
promptly give written notice of the proposed registration to all other Holders; and 

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

(b) Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such
registration pursuant to this Section 2.1: 
 (i) Before the earlier of: (i) the five (5) year
anniversary of the date of this Agreement or (ii) one hundred eighty (180) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

 (ii) If the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such
registration statement, propose to sell Registrable Securities and such other securities (if any) with aggregate gross proceeds of less than $10,000,000; 

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

(iv) After the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for
these purposes only (x) registrations which have been declared or ordered effective and pursuant to which securities have been sold and (y) Withdrawn Registrations); 

(v) During the period starting with the date sixty (60) days before the Company’s good faith estimate of the date of filing of, and
ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided, however, that the Company is actively employing in good faith commercially reasonable efforts to
cause such registration statement to become effective; or 
 (vi) If the Initiating Holders propose to dispose of shares of Registrable
Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof. 

(c) Deferral. If (i) in the good faith judgment of the Board, the filing of a registration statement covering the Registrable
Securities would be detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such
Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in
the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a
period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once
in any twelve-month period. 

  
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 (d) Other Shares. The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company. 

(e) Underwriting. If 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 this Section 2.1 and the Company shall include such information in the written notice given pursuant to
Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to
Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all
Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other
securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons
proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the
Initiating Holders, which underwriters are reasonably acceptable to the Company. 
 Notwithstanding any other provision of this
Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that
may be so included shall be allocated as follows: (i) first, among the Initiating Holders pro rata based on the number of Registrable Securities held by all such Initiating Holders; (ii) second, among all Holders of Registrable Securities
pro rata based on the number of Registrable Securities held by all such Holders; (iii) third, to the Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or
for the account of other holders or employees of the Company. In no event shall any Registrable Securities of the Initiating Holders be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities
excluded or withdrawn from such underwriting shall be withdrawn from the registration.  
 If a person who has requested inclusion in
such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be
withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to
be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained
rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among
such Holders and other Selling Stockholders requesting additional inclusion, as set forth above. 
 2.2 Company Registration.

(a) Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of
a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a
registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will: 

(i) promptly give written notice of the proposed registration to all Holders; and 

  
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 (ii) use its commercially reasonable efforts to include in such registration (and any
related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved therein, all of such Registrable Securities as are specified in a written request
or requests made by any Holder or Holders received by the Company within ten (10) days after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities.

 (b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this
Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders other holders of securities of the Company with registration rights to participate therein distributing their
securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. 

Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company in writing that
marketing factors require a limitation on the number of shares to be underwritten, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine
in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that 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 apportioned pro rata among the selling
Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of
the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Public Offering, in which case the selling Holders may be
excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. 

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such
person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced
as a result of marketing factors pursuant to Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in
the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above. 

  
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 (c) Right to Terminate Registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2.2 before the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. 

2.3 Registration on Form S-3.

(a) Request for Form S-3 Registration. After an Initial Public Offering, the Company
shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, if the Company
shall receive from a Holder or Holders who hold in the aggregate not less than twenty percent (20%) of the then outstanding Registrable Securities a written request that the Company effect any registration on Form
S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the
intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i) and (ii). 

(b) Limitations on Form S-3 Registration. The Company shall not be obligated to effect,
or take any action to effect, any such registration pursuant to this Section 2.3: 
 (i) In the circumstances
described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v); 
 (ii) If the Holders, together
with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price
to the public of less than $l,000,000; or 
 (iii) If, in a given twelve-month period, the Company has effected two (2) such
registrations in such period. 
 (c) Deferral. The provisions of Section 2.1(c) shall apply to any
registration pursuant to this Section 2.3. 
 (d) Underwriting. If the Holders of Registrable Securities
requesting registration under this Section 2.3 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Sections 2.1(e) shall apply to
such registration. Notwithstanding anything contained herein to the contrary, registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration or registrations effected pursuant to
Section 2.1. 
 2.4 Expenses of Registration. All Registration Expenses incurred in connection with
registrations pursuant to Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of at least 66 2/3% of the Registrable Securities to be registered or because a sufficient number of
Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the
number of Registrable Securities requested to be so registered), unless the Holders of at least 66 2/3% of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 2.1;
provided, however, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise)
to the Holders requesting registration at the time of their request for registration under Section 2.1, such registration shall not be treated as a counted registration for purposes of Section 2.1
hereof, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration
pro rata among each other on the basis of the number of Registrable Securities so registered. 

  
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 2.5 Registration Procedures. In the case of each registration effected by the
Company pursuant to Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially
reasonable efforts to: 
 (a) Keep such registration effective for a period of ending on the earlier of the date which is one hundred twenty
(120) days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto. 

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

 (c) Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any
amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; 
 (d) Use its reasonable best efforts
to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. 

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

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

  
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 (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then listed; and 
 (h) In connection with any underwritten
offering, enter into an underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains reasonable and customary provisions, and provided
further, that each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 

2.6 Indemnification.
 (a)
To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel, and accountants and each person controlling such Holder within the meaning of Section 15 of
the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls within the meaning of
Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged
untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to any such registration,
qualification, or compliance, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation)
by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration,
qualification, or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants and each person controlling such Holder, each such underwriter, and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, however, that the Company
will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of
such Holder’s officers, directors, partners, legal counsel or accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter and stated to be specifically for use therein; and
provided, further that, the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). 
 (b) To the extent permitted
by law, each Holder, severally and not jointly, will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify and hold harmless the
Company, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors, and partners, and each person controlling such Holder, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular, or other document,
or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers,
partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each
case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid
in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided,
further that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by such Holder. 

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

(d) If the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as 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 alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

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

  
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 2.8 Restrictions on Transfer.

(a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the
provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and
until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without
limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and (y): 

(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or 
 (ii) Such Holder shall have given prior written notice to the Company of such
Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the
Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no
action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of
such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for
transactions made pursuant to Rule 144 except in unusual circumstances. 
 (b) Permitted transfers include (i) a transfer not
involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, or
(y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity
owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the
Holder thereof shall give written notice to the Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a reasonably detailed description of the manner and circumstances of the proposed
disposition. 

  
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 (c) Each certificate representing Registrable Securities shall (unless otherwise permitted
by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT. 

The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities
in order to implement the restrictions on transfer established in this Section 2.8. 
 (d) The first legend
referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such
Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides
the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration or qualification. 

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

(a) Make and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the
Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; 

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting requirements; and 
 (c) So long as a Holder owns any Restricted
Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date
of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities
without registration. 

  
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 2.10 Market Stand-Off Agreement. If
requested by the Company and its underwriters, each Holder hereby agrees that such Holder shall not, without the prior written consent of the managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase
of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during the one hundred eighty
(180) day period following the date of the final prospectus relating to the Company’s Initial Public Offering (the “Lock-Up Period”). The obligations described in this
Section 2.10 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be
promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp
each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty
(180) day (or other) period. The foregoing provisions of this Section 2.10 shall apply only to the Company’s Initial Public Offering of equity securities, shall not apply to the sale of any shares to an
underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. Each Holder agrees to execute a
market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. In the event any Holder, officer, director or greater than one percent (1%) stockholder of the Company
is released from the provisions of this Section 2.10, each other such party shall also be released therefrom. 

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen
(17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the
Lock-Up Period, the restrictions imposed by this Section 2.10 shall continue to apply until the expiration of the eighteen (18)-day period
beginning on the issuance of the earnings release or the occurrence of the material news or material event. 
 2.11 Delay of
Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this
Section 2. 
 2.12 Transfer or Assignment of Registration Rights. The rights to cause the Company to
register securities granted to a Holder by the Company under this Section 2 may be transferred or assigned by a Holder only to (i) a transferee or assignee acquiring all of such Holder’s shares of Registrable
Securities, (ii) another Holder that has already been granted such rights, (iii) a transferee or assignee acquiring at least ten percent (10%) of the Company’s outstanding Common Stock (assuming full conversion of the Shares into
Common Stock) at the time of such transfer or assignment, (iv) a transferee or assignee who, after such transfer or assignment, holds at least 136,170 shares of Registrable Securities (appropriately adjusted for any stock split, dividend,
combination or other recapitalization), or (v) an affiliated limited partnership, limited partner, general partner or other affiliate of Holder; provided that (i) such transfer or assignment of Registrable Securities is effected in
accordance with the terms of Section 2.8 hereof and applicable securities laws, (ii) the Company is given written notice before said transfer or assignment, stating the name and address of the transferee or assignee
and identifying the securities with respect to which such registration rights are intended to be transferred or assigned and (iii) the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement,
including without limitation the obligations set forth in Section 2.10. 

  
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 2.13 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 holding at least 66 2/3% of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities
of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 2.1, 2.2 or 2.3 hereof, unless under the terms of such
agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or
(b) to demand registration of their securities. 
 2.14 Termination of Registration Rights. The right of any Holder to
request registration or inclusion in any registration pursuant to Section 2.1, 2.2 or 2.3 shall terminate on the earlier of (i) as to any Holder, such date after the Initial Public Offering at which such
Holder (A) can sell all shares held by it in compliance with Rule 144 or (B) holds one percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities held by such Holder (together with any affiliate
of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3) month period without registration in compliance with Rule 144, and (ii) five (5) years after the closing of the
Company’s Initial Public Offering. 
 Section 3 

Information Covenants of the Company 

The Company hereby covenants and agrees, as follows: 

3.1 Basic Financial Information and Inspection Rights.

(a) Basic Financial Information. The Company will furnish the following reports to each Significant Holder: 

(i) As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days after
the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if
any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, certified by independent public accountants of recognized national standing selected by the Company. 

(ii) 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, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with U.S. generally accepted accounting
principles consistently applied. 
 (iii) As soon as practicable after the end of each month, and in any event within thirty (30) days
after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such monthly period, and unaudited consolidated statements of income and cash flows of the Company and its
subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments. 

  
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 (iv) At least thirty (30) days before the beginning of each fiscal year an operating
plan for such fiscal year forecasting the Company’s revenues, expenses and cash position on a month-to-month basis for the upcoming fiscal year. 

3.2 Inspection. The Company shall permit each Significant Holder, at such Significant Holder’s expense, to visit and inspect
the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Significant Holder;
provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably considers to be a trade secret or similar confidential
information. 
 3.3 Confidentiality. Anything in this Agreement to the contrary notwithstanding, no Holder by reason of this
Agreement shall have access to any trade secrets or classified information of the Company. The Company shall not be required to comply with any information rights of Section 3 in respect of any Holder whom the Board
reasonably determines to be a competitor or an officer, employee, director or holder of more than two percent (2%) of the capital stock of a competitor. Each Holder acknowledges that the information received by them pursuant to this Agreement may be
confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees or agents having a need to
know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally. 

3.4 Compensation Committee. The Board shall establish a compensation committee to, among other things, review and determine the
compensation of the Company’s executive officers, on which committee at least one Series B Director (as defined in the Restated Certificate) and the Series C Director (as defined in the Restated Certificate) shall be members. 

3.5 Board Observer. The Company shall invite a representative of each of New Enterprise Associates 13, Limited Partnership and its
affiliates, Vivo Ventures Fund VII, L.P. and its affiliates, Versant Ventures IV, LLC and its affiliates (the “Observers”) , to attend all meetings of the Board (and any committees thereof) in a nonvoting observer capacity and, in
this respect, shall give such representatives copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representatives 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 representatives 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 would result in disclosure of trade secrets to such representative unless such representative is
willing to sign a customary non-disclosure agreement. 
 3.6 Director Expenses. The
Company shall reimburse all directors and the Observers for any reasonable out of pocket expenses incurred in connection with their attendance at meetings of the Board or any committee thereof or other activities in connection with the performance
of their service in such capacity. 

  
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 3.7 D&O Insurance. As soon as practicable following the date hereof, the
Company will obtain Directors & Officers’ liability insurance with terms and policy limits satisfactory to the Board and shall thereafter continue to maintain such insurance in full force and effect. 

3.8 Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve
on the Board 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 Restated Certificate 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. 
 3.9 Proprietary Information and Inventions Agreement. The Company shall require
all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Board. 

3.10 Options Vesting. All options or stock grants granted pursuant to the Company’s 2008 Stock Plan or any subsequent equity
incentive plan shall be approved by the Board and, unless otherwise approved by the Board, shall vest as follows: twenty-five percent (25%) of the shares subject to such option shall vest on the first anniversary of the vesting commencement date
thereof, with the remaining 75% of the shares subject to such option vesting in equal monthly installments over the next thirty-six (36) months thereafter. 

3.11 FIRPTA Compliance. The Company shall provide prompt notice to New Enterprise Associates 13, Limited Partnership
(“NEA”) and any other Significant Holder following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United
States real property holding corporation. In addition, upon a written request by NEA or any other Significant Holder, the Company shall provide NEA or such requesting Significant Holder with a written statement informing such party whether
their (or its request affiliates) interest in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Treasury Regulation
Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to NEA and the Significant Holder shall be delivered to NEA and the Significant
Holder within ten (10) days of NEA’s or such Significant Holder’s written request therefor. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the
Company’s stock may be regularly traded on an established securities market or the fact that there is no preferred stock then outstanding. 

  
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 3.12 Qualified Small Business Stock. The Company shall use reasonable efforts to
ensure that the Shares issued by the Company to the Investors will meet each of the requirements for qualification as “qualified small business stock” set forth in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the
“Code”). The Company agrees to submit to the Investors and to the Internal Revenue Service, if necessary, any reports that may reasonably be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated
thereunder. In addition, within ten (10) days after any Investors’ written request therefor, the Company shall deliver to such Investor information in the Company’s possession which is reasonably requested by the Investor to enable
such Investor to determine whether such Investors’ interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code. 

3.13 Termination of Covenants. Except for Section 3.6, Section 3.7, and Section 3.8, the covenants set forth in
this Section 3 shall terminate and be of no further force and effect after the earlier of the date of closing for: (i) an Initial Public Offering; or (ii) a Change of Control. 

Section 4 
 Right
of First Refusal 
 4.1 Right of First Refusal to Significant Holders. The Company hereby grants to each
Significant Holder the right of first refusal to purchase its pro rata share of New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this
Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Significant Holder immediately before the issuance of New
Securities (assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by said Significant Holder) to (b) the total number of
shares of Common Stock outstanding immediately before the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights, options and warrants). 

(a) “New Securities” means any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now
authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the
term “New Securities” does not include: 
 (i) the Shares and any shares of Common Stock issued upon conversion of the
Shares; 
 (ii) the Shares issued pursuant to the Purchase Agreement. 

(iii) securities issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to stock grants, option
plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board, or upon exercise of rights, options or warrants to subscribe for, purchase or otherwise acquire securities granted to such parties pursuant to
any such plan or arrangement; 
 (iv) securities issued pursuant to the conversion or exercise of any outstanding convertible or
exercisable securities as of this date of this Agreement; 

  
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 (v) securities issued or issuable in connection with sponsored research, collaboration,
technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board and primarily for non-equity financing purposes; 

(vi) securities issued or issuable as a dividend or distribution on Preferred Stock of the Company or pursuant to any event for which
adjustment is made pursuant to Sections 4(e), 4(f) or 4(g) of Article V of the Restated Certificate; 
 (vii) securities issued
pursuant to a Qualified Public Offering (as defined in the Restated Certificate); 
 (viii) securities issued or issuable pursuant to the
acquisition of a bona fide operating corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board;

 (ix) securities issued or issuable to banks, equipment lessors or other financial institutions pursuant to a debt financing or
commercial leasing transaction approved by the Board and primarily for non-equity financing purposes; 

(x) securities issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board; 

(xi) securities issued or issuable to suppliers or third party service providers in connection with the provision of goods or services
pursuant to transactions approved by the Board and primarily for non-equity financing purposes; 

(xii) securities of the Company which are otherwise excluded by the affirmative vote or consent of the holders of at least 66 2/3% of the
shares held by the Significant Holders then outstanding; and 
 (xiii) any right, option or warrant to acquire any security convertible
into the securities excluded from the definition of New Securities pursuant to subsections (i) through (xii) above. 
 (b) In the
event the Company proposes to undertake an issuance of New Securities, it shall give each Significant Holder written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company
proposes to issue the same. Each Significant Holder shall have twenty (20) days after any such notice is delivered to agree to purchase such Significant Holder’s pro rata share of such New Securities for the price and upon the terms
specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. The Company shall promptly, in writing, inform each Significant Holder that elects to purchase all the shares
available to it (a “Fully-Exercising Holder”) of any other Significant Holder’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Holder may elect to
purchase that portion of the Shares for which Significant Holders were entitled to subscribe, but which were not subscribed for by the Significant Holder, that is equal to the proportion that the number of shares of Registrable Securities issued and
held by such Fully-Exercising Holder bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Holders who wish to purchase some of the unsubscribed
shares. 

  
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 (c) In the event the Significant Holders fail to exercise fully the right of first refusal
within said twenty (20) day period (the “Election Period”), the Company shall have ninety (90) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall
be closed, if at all, within ninety (90) days from the date of said agreement) to sell that portion of the New Securities with respect to which the Significant Holders’ right of first refusal option set forth in this
Section 4.1 was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to Significant Holders delivered pursuant to
Section 4.1(b). In the event the Company has not sold within such ninety (90) day period following the Election Period, or such ninety (90) day period following the date of said agreement, the Company shall not
thereafter issue or sell any New Securities without first again offering such securities to the Significant Holders in the manner provided in this Section 4.1. 

(d) The rights provided in this Section 4.1 may not be assigned or transferred by any Significant Holder; provided,
however, that a Significant Holder may assign or transfer such rights to its affiliates. 
 (e) The right of first refusal granted under
this Agreement shall expire upon, and shall terminate and be of no further force and effect upon the first to occur of: (i) an Initial Public Offering or (ii) a Change of Control. 

Section 5 

Miscellaneous 
 5.1
Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the
Holders holding at least 66 2/3% of the Registrable Securities issued pursuant to the Purchase Agreement (excluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, however, that the provisions
of Sections 3.1, 3.2 and 4.1 may not be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and holders of at least 66 2/3% of the Registrable
Securities held by the Significant Holders. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder
acknowledges that by the operation of and subject to this Section 5.1, the holders of at least 66 2/3% of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144)
will have the right and power to diminish or eliminate all rights of such Holder under this Agreement. 
 5.2
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by
hand, messenger or courier service addressed: 
 (a) if to an Investor, at the Investor’s address, facsimile number or electronic mail
address as shown in the exhibits to this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; 

(b) if to any Holder, at such address, facsimile number or electronic mail address as shown in the Company’s records, or, until any such
holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last holder of such shares for which the Company has contact information in
its records; or 

  
 -19- 














 (c) if to the Company, one copy should be sent to Minerva Surgical, Inc., 20195 Stevens
Creek Blvd. #120, Cupertino, CA 95014, facsimile number: 408-689-9619, Attn: President, or at such other address as the Company shall have furnished to the Investors,
with a copy to Philip Oettinger, Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304, facsimile number 650-493-6811. 

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if
delivered by hand, messenger or overnight courier service of recognized standing, when delivered, (ii) if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to
the relevant electronic mail address, or (iii) four (4) days after being deposited in the U.S. mail, first class with postage prepaid. 

5.3 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of California as applied to
agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law. 

5.4 Successors and Assigns. Subject to the terms herein, this Agreement, and any and all rights, duties and obligations hereunder,
shall not be assigned, transferred, delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or
obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto. 
 5.5 Entire Agreement. This Agreement and the exhibits hereto constitute
the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties,
representations or covenants except as specifically set forth herein. This Agreement amends, restates, and supersedes, in its entirety, the Previous Agreement, which shall be of no further force or effect. 

5.6 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to 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-defaulting party, nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

 5.7 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement
with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with
its terms. 

  
 -20- 














 5.8 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and
exhibits attached hereto. 
 5.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument. 
 5.10
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an
original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. 
 5.11 Jurisdiction; Venue. With
respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Santa Clara County in the State of California (or in the event of exclusive federal
jurisdiction, the courts of the Northern District of California). 
 5.12 Further Assurances. Each party hereto agrees to
execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully
effectuate this Agreement. 
 5.13 Attorneys’ Fees. In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement,
including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 

5.14 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities (including affiliated
venture capital funds or venture capital funds under common investment management) or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 -21- 














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

	
	COMPANY
	
	 Minerva Surgical, Inc.
 a Delaware
corporation

	
	/s/ David Clapper
	David Clapper
	President and Chief Executive Officer



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

					
	 INVESTOR

	
	 Vivo Ventures Fund VII, L.P.

		
	By:	 	 Vivo Ventures VII, LLC

	Its:	 	 General Partner

			
		 	By:	 	 /s/ Albert Cha

		 		 	 Albert Cha

		 		 	 Managing Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

					
	 INVESTOR

	
	 Vivo Ventures VII Affiliates Fund, L.P.

		
	By:	 	 Vivo Ventures VII, LLC

	Its:	 	 General Partner

			
		 	By:	 	 /s/ Albert Cha

		 		 	 Albert Cha

		 		 	 Managing Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

					
	INVESTOR
	
	VERSANT VENTURE CAPITAL IV, L.P.
	VERSANT SIDE FUND IV, L.P.
		
	BY:	 	VERSANT VENTURES IV, LLC
	Its:	 	General Partner


 
					
		
	By:	 	 /s/ Ross Jaffe, M.D.





					
		
	Name:	 	 Ross Jaffe, M.D.





					
		
	Title:	 	 Managing Director




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	New Enterprise Associates 13, L.P.
	
	By: NEA Partners 13, L.P., its general partner
	
	By: NEA 13 GP, LTD, its general partner


 
			
		
	By:	 	 /s/ Louis S. Citron





			
		
	Title:	 	Chief Legal Officer



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	 INVESTOR

	
	 NEA Ventures 2010, Limited Partnership

		
	By:	 	 /s/ Louis S.
Citron



 
			
		
	Title:	 	 Vice President




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	 INVESTOR

	
	 /s/ Ali Behbahani

	 Ali Behbahani




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	G. Henry Entwisle, Ttee - Kathryn S. Nehra Family Trust Dated 12/19/06
		
	By:	 	/s/ G. Henry Entwisle
		 	    G. Henry Entwisle, Trustee



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	G. Henry Entwisle, Ttee - Lauren M. Nehra Family Trust Dated 12/20/06
		
	By:	 	/s/ G. Henry Entwisle
		 	    G. Henry Entwisle, Trustee



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	 INVESTOR

	
	 /s/ Csaba Truckai

	 Csaba Truckai




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	 INVESTOR

	
	 Bruno Strul 1998 Trust UAD 07/29/98

		
	By:	 	 /s/ Bruno Strul

		 	      Bruno Strul, Trustee




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	Rodney C. Perkins, as Trustee of The Perkins Family Revocable Trust Dated February 28, 1986 (community property)
		
	By:	 	/s/ Rodney Perkins
		 	     Rodney Perkins, Trustee



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Joseph H. Lenartz
	Joseph H. Lenartz



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Lauren M. Lenartz
	Lauren M. Lenartz



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Michael F. Lenartz
	Michael F. Lenartz



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Margaret N. Lenartz
	Margaret N. Lenartz



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Tass Adorjan
	Tass Adorjan



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Robert Anderson
	Robert Anderson



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Deborah J. Simpson
	Deborah J. Simpson



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2009A)


 
			
		
	By:	 	 /s/ Philip H. Oettinger





			
		
	Print Name:	 	 Philip H. Oettinger





			
		
	Title:	 	 Member

	
	WS Investment Company, LLC (2009C)


 
			
		
	By:	 	 /s/ Philip H. Oettinger





			
		
	Print Name:	 	 Philip H. Oettinger





			
		
	Title:	 	 Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2010A)


 
			
		
	By:	 	 /s/ Philip H. Oettinger





			
		
	Print Name:	 	 Philip H. Oettinger





			
		
	Title:	 	 Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2012A)


 
			
		
	By:	 	 /s/ Philip H. Oettinger





			
		
	Print Name:	 	 Philip H. Oettinger





			
		
	Title:	 	 Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2014A)


 
			
		
	By:	 	 /s/ James Terranova





			
		
	Print Name:	 	 James Terranova





			
		
	Title:	 	 Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2016A)


 
			
		
	By:	 	 /s/ James Terranova





			
		
	Print Name:	 	 James Terranova





			
		
	Title:	 	 Member




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	POLYCOMP TRUST COMPANY successor custodian to CAL NATIONAL BANK
		
	By:	 	/s/ Gail Liston


  

			
	CUST FBO J. CASEY MCGLYNN, IRA
		
		 	/s/ J. Casey McGlynn
		 	J. Casey McGlynn



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ David Auth
	David Auth



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	Boyd Charles Smith & Jill Johnson Smith Trust
U/T/A 12/13/90


 
			
		
	By:	 	 /s/ Boyd Charles Smith





			
		
	Print Name:	 	 Boyd Charles Smith





			
		
	Title:	 	 Trustee




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	Young Family Trust


 
			
		
	By:	 	 /s/ John A. Young



 

			
		
	Print Name:	 	 John A. Young



 
			
		
	Title:	 	 Trustee




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	Gregory S. Young and Anjali S. Tate
	
	/s/ Gregory S. Young
	Gregory S. Young
	
	/s/ Anjali S. Tate
	Anjali S. Tate



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	Santomero Family Limited Partnership


 
			
		
	By:	 	 /s/ Camillo Santomero





			
		
	Print Name:	 	 Camillo Santomero





			
		
	Title:	 	 GP




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	The Facteau Revocable Trust


 
			
		
	By:	 	 /s/ Bill Facteau



 
			
		
	Print Name:	 	 Bill Facteau



 
			
		
	Title:	 	      




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Cynthia Yee
	Cynthia Yee



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR
	
	CVF, LLC


 
			
		
	By:	 	 /s/ Richard H. Robb





			
		
	Print Name:	 	 Richard H. Robb





			
		
	Title:	 	 Manager




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

	
	INVESTOR
	
	/s/ Brian Ahmann
	Brian Ahmann



  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














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

			
	YOUNG FAMILY TRUST


 
			
		
	By:	 	 /s/ John A. Young



 

			
		
	Print Name:	 	 John A. Young



 
			
		
	Title:	 	 Trustee




  
 Minerva Surgical, Inc.
Amended and Restated Investors’ Rights Agreement 














 Signature Page to Minerva Surgical, Inc. 

Amended and Restated Investor Rights Agreement, as amended, 

Amended and Restated Voting Agreement, as amended and 

Amended and Restated Right of First Refusal and Co-Sale Agreement, as amended 

December 30, 2016 
 1. Pursuant to the
provisions of Section 2.1(b) of the Series D Preferred Stock Third Extension Purchase Agreement dated December 23, 2016, among Minerva Surgical, Inc., a Delaware corporation (the “Company”) and the Investors listed
on Exhibit A thereto (the “Purchase Agreement”), the undersigned (the “Purchaser”) is purchasing, subject to the terms and conditions of the Purchase Agreement, the number of Shares set forth below.
Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Purchase Agreement. 
 2. The undersigned Purchaser hereby
certifies that such Additional Purchaser has read and understands (i) the Purchase Agreement, (ii) the Amended and Restated Investor Rights Agreement, dated December 19, 2012, as amended by (x) that certain Amendment No. 1
to the Amended and Restated Investor Rights Agreement dated September 12, 2014, (y) that certain Amendment No. 2 to the Amended and Restated Investor Rights Agreement dated December 23, 2015 and (z) that certain Amendment
No. 3 to the Amended and Restated Investor Rights Agreement dated December 30, 2016 (the “Rights Agreement”), (iii) the Amended and Restated Voting Agreement, dated September 12, 2014, as amended by
(x) that certain Amendment to Voting Agreement dated December 16, 2016 and (y) that certain Amendment No. 2 to the Amended and Restated Voting Agreement, dated December 30, 2016 (the “Voting
Agreement”) and (iv) the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated December 19, 2012, as amended by that certain Amendment No. 1 to the Amended and
Restated Right of First Refusal and Co-Sale Agreement, dated December 30, 2016 (the “Co-Sale Agreement”). 

3. Execution of this signature page constitutes execution of, and agreement to be bound by, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement. 
 IN WITNESS WHEREOF, the undersigned Purchaser has executed this signature
page as of the date first written above. 
  

			
	PURCHASER:
	
	Novo A/S


			
		
	By:	 	/s/ Thomas Dyrberg


			
	Name:	 	Thomas Dyrberg


			
	Title:	 	Managing Partner Novo Ventures


			
	Number of Shares: 5,347,593
	Cash Investment Amount: $9,999,998.91














 EXHIBIT A 

INVESTORS 
 Brian Ahmann 

CVF, LLC 
 Vivo Ventures Fund VII, L.P. 

Vivo Ventures VII Affiliates Fund, L.P. 
 Versant Venture
Capital IV, LP 
 Versant Side Fund IV, LP 
 Csaba
Truckai & Gabriella Truckai, Trustees of the Truckai Family Trust dated December 21, 2009 
 Bruno Strul 1998 Trust UAD 07/29/98 

Henry F. Lenartz Nona M. Lenartz, Trustees, the Lenartz Family Trust, U/D/T dated January 25, 1990 

Tass Adorjan 
 Rodney C. Perkins, as Trustee of The Perkins
Family Revocable Trust Dated February 28, 1986 (community property) 
 Robert K. Anderson 

Deborah J. Simpson 
 WS Investment Company, LLC (2009A) 

WS Investment Company, LLC (2009C) 
 WS Investment Company, LLC
(2010A) 
 WS Investment Company, LLC (2012A) 
 WS Investment
Company, LLC (2014A) 
 POLYCOMP TRUST COMPANY successor custodian to CAL NATIONAL BANK CUST FBO J. CASEY MCGLYNN A/C#CMJ1500 

CAL NATIONAL BANK CUST FBO J. Casey McGlynn A/C#CMJ1500 
 David
Auth 
 Boyd Charles Smith & Jill Johnson Smith Trust U/T/A 12/13/90 

Richard and Susan Jacobsen Family Trust dated April 2, 1993 













 The Diana K. Young Family Heritage Trust John A. Young, Rosemary Young, and Diana K. Young Trustees 

The John P. Young Family Heritage Trust John A. Young, Rosemary Young, and John P. Young Trustees 

Gregory S. Young and Anjali S. Tate 
 Santomero Family Limited
Partnership 
 Joseph Lenartz 
 Lauren Lenartz 

Michael Lenartz 
 Margaret Lenartz 

New Enterprise Associates 13, Limited Partnership 
 NEA Ventures
2010, Limited Partnership 
 Ali Behbahani 
 G. Henry
Entwisle, Ttee - Kathryn S. Nehra Family Trust Dated 12/19/06 
 G. Henry Entwisle, Ttee - Lauren M. Nehra Family Trust Dated 12/20/06 

The Facteau Revocable Trust 
 Cynthia Yee 

Novo A/S 













 MINERVA SURGICAL, INC. 

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This Amendment to the Amended and Restated Investors’ Rights Agreement (this “Amendment”): (i) amends that certain
Amended and Restated Investors’ Rights Agreement dated as of December 19, 2012 (the “IRA”), by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and those persons and entities set
forth on Exhibit A thereto (each, a “Prior Investor,” and collectively, the “Prior Investors”); and (ii) is made and entered into as of September 12, 2014 (the “Effective
Date”), by and among the Company and the Investors. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the IRA. 

RECITALS 
 WHEREAS,
the Company is entering into a Series D Preferred Stock Extension Purchase Agreement dated as of even date herewith (the “Series D Extension Purchase Agreement”), by and among the Company and those persons and entities
identified in Schedule A of the Series D Extension Purchase Agreement (collectively, the “Investors”), that provides for, among other things, the sale by the Company and the purchase by the Investors of shares of Series D Preferred
Stock (the “Series D Extension”); 
 WHEREAS, in connection with the Series D Extension, the Company will sell
shares of Series D Preferred Stock to CVF, LLC (“CVF”); 
 WHEREAS, the Company has agreed to grant CVF the
registration and other rights set forth in the IRA and the obligations in the Series D Extension Purchase Agreement are conditioned upon the execution and delivery of this Amendment; and 

WHEREAS, pursuant to Section 5.1 of the IRA, any provision of the IRA may be amended, waived or modified only upon the written
consent of the Company and the Holders (as defined therein) holding at least 66 2/3% of the Registrable Securities (as defined therein). 

AGREEMENT 
 NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Amendments to IRA. 

(a) Amendment to Exhibit A of IRA. Effective as of the Effective Date, Exhibit A attached to the IRA is hereby amended to add
“CVF, LLC” to the list of Investors contained thereint, hereby providing CVF with the rights contained under the IRA. 













 (b) Amendment to Section 3.5 of IRA. Effective as of the
Effective Date, Section 3.5 of the IRA is hereby amended, restated and replaced in its entirety to read as follows: 
 “The Company
shall invite a representative of each of New Enterprise Associates 13, Limited Partnership and its affiliates and Versant Ventures IV, LLC and its affiliates (the “Observers”), to attend all meetings of the Board (and any committees
thereof) in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such
representatives 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 representatives 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 would result in disclosure of
trade secrets to such representative unless such representative is willing to sign a customary non-disclosure agreement.” 

(c) Amendment to Section 5.1 of IRA. Effective as of the Effective Date, Section 5.1 of the IRA is
hereby amended, restated and replaced in its entirety to read as follows: 
 “(a) Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Holders holding at least 66 2/3% of the Registrable Securities issued
pursuant to the Purchase Agreement (excluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, however, that the provisions of Sections 3.1, 3.2 and 4.1 may not be amended,
waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and holders of at least 66 2/3% of the Registrable Securities held by the Significant Holders. Any such amendment, waiver,
discharge or termination effected in accordance with this paragraph shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of and subject to this
Section 5.1(a), the holders of at least 66 2/3% of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144) will have the right and power to diminish or eliminate
all rights of such Holder under this Agreement. 
 (b) In the event that after the date of this Agreement, the Company enters into an
agreement with any person or entity to sell shares of Common Stock to such person following which such person would hold shares representing in the aggregate two and one half percent (2.5%) or more of the Company’s then outstanding Common Stock
(treating for this purpose all shares of Common Stock issuable upon exercise or conversion of all then outstanding options, warrants or convertible securities (whether or not then exercisable or convertible) as outstanding), then (i) the
Company shall cause such person, as a condition precedent to the issuance of such Common Stock, to become a party to this Agreement, agreeing to be bound by and subject to the terms of this Agreement as an “Investor” hereunder and
thereafter such person shall be deemed an Investor for all purposes under this Agreement and (ii) notwithstanding Section 5.1(a), no consent shall be necessary to add such person as a signatory to this Agreement.”

 (d) Amendment to Section 5.2(c) of IRA. Effective as of the Effective Date, Section 5.2(c) of the
IRA is hereby amended,restated and replaced in its entirety to read as follows: “(c) if to the Company, one copy should be sent to Minerva Surgical, Inc., 101 Saginaw Drive, Redwood City, CA 94063, Attn: President, or at such other address as
the Company shall have furnished to the Investors, with a copy to Philip Oettinger, Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304, facsimile number 650-493-6811.” 
 2. Miscellaneous. 

(a) Full Force and Effect. To the extent not expressly amended by this Amendment, the IRA remains in full force and effect. 

  
 -2- 














 (b) Waivers and Amendments. Any provision of this Amendment may be amended, waived or
modified only upon the written consent of (i) the Company and (ii) Holders holding at least 66 2/3% of the Registrable Securities issued pursuant to the Purchase Agreement. 

(c) Governing Law. This Amendment shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Maryland, without regard to the principles of conflict of laws of any jurisdiction.

 (d) Successors and Assigns. Except as otherwise expressly provided herein, the provisions of this Amendment shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 
 (e) Entire
Agreement. This Amendment (including the schedules and exhibits attached hereto), the IRA (to the extent not amended by this Amendment) and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and thereof. 
 (f) Counterparts. This Amendment may be executed
in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto,
and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery
shall be considered valid, binding and effective for all purposes.  
 (Signature Pages Follow) 

  
 -3- 














 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment
effective as of the Effective Date. 
  

			
	COMPANY:
	
	MINERVA SURGICAL, INC.
		
	By:	 	/s/ David Clapper
		 	 Name: David Clapper
 Title:
 President and Chief Executive Officer




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Vivo Ventures Fund VII, L.P.
		
	By:	 	/s/ Albert Cha


 
			
		
	Print Name	 	 


 
			
		
	Title:	 	 



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Vivo Ventures VII Affiliates Fund, L.P.
		
	By:	 	/s/ Albert Cha


 
			
		
	Print Name	 	 


 
			
		
	Title:	 	 



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	 Versant Venture Capital IV, L.P.

By Versant Ventures IV, LLC
 Its General Partner

		
	By:	 	 /s/ Ross A. Jaffe



 

			
		
	Print Name	 	 Ross A. Jaffe



 
			
		
	Title:	 	 Managing Director




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	 Versant Side Fund IV, L.P.

By Versant Ventures IV, LLC
 Its General Partner

		
	By:	 	 /s/ Ross A. Jaffe



 

			
		
	Print Name	 	 Ross A. Jaffe



 
			
		
	Title:	 	 Managing Director




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	 New Enterprise Associates 13, L.P.
  

By: NEA Partners 13, L.P., its general partner
  

By: NEA 13 GP, LTD, its general partner

		
	By:	 	/s/ Louis S. Citron


 
			
		
	Title:	 	Chief Legal Officer



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2009A)
		
	By:	 	 /s/ James Terranova





			
		
	Print Name:	 	 James Terranova





			
		
	Title:	 	 Member



  

			
	WS Investment Company, LLC (2009C)
		
	By:	 	 /s/ James Terranova





			
		
	Print Name:	 	 James Terranova





			
		
	Title:	 	 Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2010A)
		
	By:	 	 /s/ James Terranova





			
		
	Print Name:	 	 James Terranova





			
		
	Title:	 	 Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	WS Investment Company, LLC (2012A)
		
	By:	 	 /s/ James Terranova





			
		
	Print Name:	 	 James Terranova





			
		
	Title:	 	 Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent to the Amended and Restated Investors’ Rights Agreement) 














 MINERVA SURGICAL, INC. 

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This Amendment No. 2 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”): (i) amends that
certain Amended and Restated Investors’ Rights Agreement dated as of December 19, 2012, as amended by Amendment No. 1, dated as of September 12, 2014 (the “IRA”), by and among Minerva Surgical, Inc., a Delaware
corporation (the “Company”), and those persons and entities set forth on Exhibit A thereto (each, a “Prior Investor,” and collectively, the “Prior Investors”); and (ii) is made
and entered into as of December 23, 2015 (the “Effective Date”), by and among the Company and the Investors. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the IRA. 

RECITALS 
 WHEREAS,
the Company is entering into a Series D Preferred Stock Second Extension Purchase Agreement dated as of even date herewith (the “Series D Second Extension Purchase Agreement”), by and among the Company and those persons and
entities identified in Schedule A of the Series D Second Extension Purchase Agreement (collectively, the “Investors”), that provides for, among other things, the sale by the Company and the purchase by the Investors of shares of
Series D Preferred Stock (the “Series D Second Extension”); 
 WHEREAS, in connection with the Series D Second
Extension, certain Investors requested that the Company amend the IRA to make certain covenants regarding Foreign Corrupt Practices Act (“FCPA”) compliance; 

WHEREAS, pursuant to Section 5.1 of the IRA, any provision of the IRA may be amended, waived or modified only upon the written
consent of the Company and the Holders (as defined therein) holding at least 66 2/3% of the Registrable Securities (as defined therein). 

AGREEMENT 
 NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Amendments to IRA. 

(a) Amendment to Section 3 of IRA. Effective as of the Effective Date, Section 3 of the IRA is hereby
amended to include a new Section 3.14 to read as follows: 
 “3.14 Foreign Corrupt Practices Act. The Company represents
that it shall not (and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment
to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as
amended (the “FCPA”)), in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall cause each of its subsidiaries
and affiliates to) cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of their respective directors, officers, managers, employees, independent contractors,
representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall cause each of its subsidiaries and affiliates to)
maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption
law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor if the Company becomes aware of
any Enforcement Action (as defined in the Purchase Agreement). The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with the FCPA. The
Company shall use its reasonable best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws.” 













 2. Miscellaneous. 

(a) Full Force and Effect. To the extent not expressly amended by this Amendment, the IRA remains in full force and effect. 

(b) Waivers and Amendments. Any provision of this Amendment may be amended, waived or modified only upon the written consent of
(i) the Company and (ii) Holders holding at least 66 2/3% of the Registrable Securities issued pursuant to the Purchase Agreement. 

(c) Governing Law. This Amendment shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of California, without regard to the principles of conflict of laws of any
jurisdiction. 
 (d) Successors and Assigns. Except as otherwise expressly provided herein, the provisions of this Amendment shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 
 (e)
Entire Agreement. This Amendment (including the schedules and exhibits attached hereto), the IRA (to the extent not amended by this Amendment) and the other documents delivered pursuant hereto and thereto, constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and thereof. 
 (f) Counterparts. This Amendment
may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more
parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all purposes.  
 (Signature Pages Follow)


  
 -2- 














 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment
effective as of the Effective Date. 
  

			
	COMPANY:
	
	MINERVA SURGICAL, INC.
		
	By:	 	/s/ David Clapper
		 	Name: David Clapper
		 	Title: President and Chief Executive Officer



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Vivo Ventures Fund VII, L.P.
		
	By:	 	 /s/ Albert Cha



 
			
		
	Print Name	 	 Albert Cha



 
			
		
	Title:	 	 Managing Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Vivo Ventures VII Affiliates Fund, L.P.


 
			
		
	By:	 	 /s/ Albert Cha



 
			
		
	Print Name	 	 Albert Cha



 
			
		
	Title:	 	 Managing Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Versant Venture Capital IV, L.P.
	By Versant Ventures IV, LLC
	Its General Partner


 
			
		
	By:	 	 /s/ Ross A. Jaffe, MD





			
		
	Print Name	 	 Ross A. Jaffe, MD





			
		
	Title:	 	 Managing Director




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Versant Side Fund IV, L.P.
	By Versant Ventures IV, LLC
	Its General Partner
		
	By:	 	 /s/ Ross A. Jaffe, MD





			
		
	Print Name	 	 Ross A. Jaffe, MD





			
		
	Title:	 	 Managing Director




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	New Enterprise Associates 13, L.P.
	
	By: NEA Partners 13, L.P., its general partner
	
	By: NEA 13 GP, LTD, its general partner
		
	By:	 	 /s/ Louis S. Citron

	
	Title: Chief Legal Officer



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	NEA Ventures 2010, Limited Partnership
		
	By:	 	/s/ Louis S. Citron
		
		 	Title: Louis S. Citron
		
		 	          Vice President



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	/s/ Brian Ahmann
	Brian Ahmann



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	G. Henry Entwisle, Ttee - Kathryn S. Nehra Family Trust Dated 12/19/06
		
	By:	 	/s/ G. Henry Entwisle
		 	    G. Henry Entwisle, Trustee



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	G. Henry Entwisle, Ttee - Lauren M. Nehra Family Trust Dated 12/20/06
		
	By:	 	/s/ G. Henry Entwisle
		 	    G. Henry Entwisle, Trustee



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Csaba Truckai & Gabriella Truckai, Trustees of the Truckai Family Trust dated December 21, 2009
		
	By:	 	 /s/ Csaba Truckai



 

			
		
	Print Name	 	 Csaba Truckai



 
			
		
	Title:	 	 Trustee




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Bruno Strul 1998 Trust UAD 07/29/98
		
	By:	 	/s/ Bruno Strul
		 	Bruno Strul, Trustee



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Rodney C. Perkins, as Trustee of The Perkins Family Revocable Trust Dated February 28, 1986 (community property)
		
	By:	 	/s/ Rodney Perkins
		 	Rodney Perkins, Trustee



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Henry F. Lenartz Nona M. Lenartz, Trustees, the Lenartz Family Trust, U/D/T dated January 25,1990
		
	By:	 	 /s/ Henry F. Lenartz /s/ Nona M.
Lenartz



 
			
		
	Print Name:	 	 Henry F. Lenartz Nona M. Lenartz





			
		
	Title:	 	 Trustees




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	 /s/ Tass Adorjan

	Tass Adorjan



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	/s/ Robert K. Anderson
	Robert K. Anderson



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Boyd Charles Smith & Jill Johnson Smith Trust U/T/A 12/13/90
		
	By:	 	 /s/ Boyd Charles Smith





			
		
	Print Name:	 	 Boyd Charles Smith





			
		
	Title:	 	 Trustee




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Richard and Susan Jacobsen Family Trust dated April 2, 1993


 
			
		
	By:	 	 /s/ Richard Jacobsen





			
		
	Print Name:	 	 Richard Jacobsen





			
		
	Title:	 	 Trustee




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	The Diana K. Young Family Heritage Trust John A. Young, Rosemary Young, and Diana K. Young Trustees


 
			
		
	By:	 	 /s/ John A. Young



 

			
		
	Print Name:	 	 John A. Young



 
			
		
	Title:	 	 Trustee




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	The John P. Young Family Heritage Trust John A. Young, Rosemary Young, and John P. Young Trustees


 
			
		
	By:	 	/s/ John A. Young


 
			
		
	Print Name:	 	 John A. Young



 
			
		
	Title:	 	 Trustee




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	Gregory S. Young and Anjali S. Tate
	
	/s/ Gregory S. Young
	Gregory S. Young
	
	/s/ Anjali S. Tate
	Anjali S. Tate



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	The Facteau Revocable Trust


 
			
		
	By:	 	/s/ Bill Facteau


 
			
		
	Print Name:	 	 Bill Facteau



 
			
		
	Title:	 	  




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 2 to the Amended and Restated Investors’ Rights Agreement) 














 MINERVA SURGICAL, INC. 

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This Amendment No. 3 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”): (i) amends that
certain Amended and Restated Investors’ Rights Agreement dated as of December 19, 2012, as amended by Amendment No. 1, dated as of September 12, 2014, as further amended by Amendment No. 2, dated as of December 23, 2015
(the “IRA”), by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and those persons and entities set forth on Exhibit A thereto (each, a “Prior Investor,” and
collectively, the “Prior Investors”); and (ii) is made and entered into as of December 30, 2016 (the “Effective Date”), by and among the Company and the Investors. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the IRA. 
 RECITALS 

WHEREAS, the Company is selling additional shares of Series D Preferred Stock pursuant to a Series D Third Extension Purchase Agreement
dated as of December 16, 2016 (the “Series D Third Extension Purchase Agreement”), by and among the Company and those persons and entities identified in Schedule A of the Series D Third Extension Purchase Agreement
(collectively, the “Investors”), that provides for, among other things, the sale by the Company and the purchase by the Investors of shares of Series D Preferred Stock (the “Series D Third Extension”); 

WHEREAS, in connection with a subsequent closing of the Series D Third Extension, the Company desires to amend the IRA to make certain
changes as set forth below ; 
 WHEREAS, pursuant to Section 5.1 of the IRA, any provision of the IRA may be amended, waived or
modified only upon the written consent of the Company and the Holders (as defined therein) holding at least 66 2/3% of the Registrable Securities (as defined therein). 

AGREEMENT 
 NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Amendments to IRA. 

(a) Amendment to Section 3 of IRA. Effective as of the Effective Date, Section 3.5 of the Voting
Agreement is hereby amended and restated in their entirety to read as follows: 
 The Company shall invite a representative of each of New
Enterprise Associates 13, Limited Partnership and its affiliates, Vivo Ventures Fund VII, L.P. and its affiliates, Versant Ventures IV, LLC and its affiliates and Novo A/S (the “Observers”) , to attend all meetings of the Board (and
any committees thereof) in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such
representatives 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 representatives 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 would result in disclosure of
trade secrets to such representative unless such representative is willing to sign a customary non-disclosure agreement. 













 (b) Amendment to Section 5 of IRA. Effective as of the Effective Date, a new
section shall be added in its entirety as shown below to the end of the IRA as Section 5.15: 
 “Limitation of Liability; Freedom
to Operate Affiliates. The total liability, in the aggregate, of any Investor and its officers, directors, employees and agents, for any and all claims, losses, costs or damages, including attorneys’ and accountants’ fees and
expenses and costs of any nature whatsoever or claims or expenses resulting from or in any way related to such Investor’s breach of this Agreement shall be several and not joint with the other stockholders and shall not exceed such
Investor’s aggregate investment in the Company based on the aggregate purchase price of the shares of Preferred Stock purchased from the Company by such Investor. Nothing in this Agreement will restrict each Investor’s freedom to operate
its “affiliates” (including any that are potential competitors of the Company).” 
 2. Miscellaneous.

 (a) Full Force and Effect. To the extent not expressly amended by this Amendment, the IRA remains in full force and effect.

 (b) Waivers and Amendments. Any provision of this Amendment may be amended, waived or modified only upon the written consent of
(i) the Company and (ii) Holders holding at least 66 2/3% of the Registrable Securities. 
 (c) Governing Law. This
Amendment shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the
internal laws of the State of California, without regard to the principles of conflict of laws of any jurisdiction. 
 (d) Successors and
Assigns. Except as otherwise expressly provided herein, the provisions of this Amendment shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 

(e) Entire Agreement. This Amendment (including the schedules and exhibits attached hereto), the IRA (to the extent not amended by this
Amendment) and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 

(f) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall be deemed to constitute one instrument. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto
by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  

(Signature Pages Follow) 

  
 -2- 














 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment
effective as of the Effective Date. 
  

			
	COMPANY:
	
	MINERVA SURGICAL, INC.
		
	By:	 	/s/ David Clapper
		 	Name: David Clapper
		 	Title: President and Chief Executive Officer



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Vivo Ventures Fund VII, L.P.


 
			
		
	By:	 	/s/ Albert Cha


 
			
		
	Print Name	 	 Albert Cha



 
			
		
	Title:	 	 Managing Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

					
	 INVESTOR

	
	Vivo Ventures VII Affiliates Fund, L.P.


 
			
		
	By:	 	 /s/ Albert Cha



 
			
		
	Print Name	 	 Albert Cha



 
			
		
	Title:	 	 Managing Member




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Versant Side Fund IV, L.P.
	By: Versant Ventures IV, LLC
	Its General Partner


 
			
		
	By:	 	/s/ Ross Jaffe


 
			
		
	Print Name	 	 Ross Jaffe



 
			
		
	Title:	 	 Managing Director




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Versant Venture Capital IV, L.P.
	By: Versant Ventures IV, LLC
	Its General Partner


 
			
		
	By:	 	/s/ Ross Jaffe


 
			
		
	Print Name	 	 Ross Jaffe



 
			
		
	Title:	 	 Managing Director




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	New Enterprise Associates 13, L.P.
	
	By: NEA Partners 13, L.P., its general partner
	
	By: NEA 13 GP, LTD, its general partner


 
			
		
	By:	 	/s/ Louis S. Citron


 
			
		
	Title:	 	Chief Legal Officer



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	NEA Ventures 2010, Limited Partnership


 
			
		
	By:	 	/s/ Louis S. Citron
		
		 	Title: Chief Legal Officer



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	/s/ Ali Behbahani
	Ali Behbahani



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Csaba Truckai & Gabriella Truckai, Trustees of the Truckai Family Trust dated December 21, 2009


 
			
		
	By:	 	/s/ Csaba Truckai


 
			
		
	Print Name	 	 Csaba Truckai



 
			
		
	Title:	 	 Trustee




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Bruno Strul 1998 Trust UAD 07/29/98
		
	By:	 	/s/ Bruno Strul
		 	Bruno Strul, Trustee



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	Rodney C. Perkins, as Trustee of The Perkins Family Revocable Trust Dated February 28, 1986 (community property)
		
	By:	 	/s/ Rodney Perkins
		 	Rodney Perkins, Trustee



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	/s/ Robert K. Anderson
	Robert K. Anderson



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

	
	INVESTOR
	
	/s/ David Auth
	David Auth



  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement) 














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

			
	INVESTOR
	
	CVF, LLC
		
	By:	 	/s/ Richard H. Robb


 
			
		
	Print Name:	 	 Richard H. Robb



 
			
		
	Title:	 	 Manager




  
 (Signature Page to
Minerva Surgical, Inc. – 
 Amendent No. 3 to the Amended and Restated Investors’ Rights Agreement)