Exhibit 10.1


 


TRANSACTION SUPPORT AGREEMENT


 


This TRANSACTION
SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 8, 2021, by and among HealthCor Catalio
Acquisition Corp., a Delaware corporation (“HealthCor”), Dr. Jonathan M. Rothberg
(“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature
page(s) hereto (the “Stockholders”). Each of HealthCor, Dr.  Rothberg and each of the
Stockholders are sometimes referred to herein individually as a “Party” and collectively as the
 “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in
the Business Combination Agreement (defined below).


 


RECITALS


 


WHEREAS,
on July 7, 2021, HealthCor, Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus
Merger Sub II, Inc., a Delaware corporation (“Merger Sub II”), Liminal Sciences, Inc., a Delaware
corporation (“Liminal”), and Hyperfine, Inc., a Delaware corporation (“Hyperfine”) (Hyperfine
and Liminal are each, a “Company” and, are collectively, the “Companies”), entered into that certain
Business Combination Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”)
pursuant to which, among other things, Merger Sub I will merge with and into Hyperfine and Merger Sub II will merge with and into Liminal,
with each of Hyperfine and Liminal as the surviving company in their respective mergers and, after giving effect to such mergers, becoming
wholly-owned Subsidiaries of HealthCor, in each case, on the terms and subject to the conditions set forth in the Business Combination
Agreement;


 


WHEREAS,
Dr. Rothberg is the Executive Vice Chairman of the Board of Directors of Hyperfine and the Executive Chairman of the Board of Directors
of Liminal;


 


WHEREAS,
each Stockholder is the record and beneficial owner of the number of shares of Hyperfine Stock and Liminal Stock set forth opposite such
Stockholder’s name on Schedule A hereto (together with any other Equity Securities of either Company that such Stockholder
acquires record or beneficial ownership of after the date hereof, collectively, the “Subject Shares”);


 


WHEREAS,
in consideration for the benefits to be received by Dr. Rothberg and the Stockholders under the terms of the Business Combination
Agreement and as a material inducement to HealthCor and the other Parent Parties agreeing to enter into and consummate the transactions
contemplated by the Business Combination Agreement, the Stockholders and Dr. Rothberg agree to enter into this Agreement and to be
bound by the agreements, covenants and obligations contained in this Agreement; and


 


WHEREAS,
the Parties acknowledge and agree that HealthCor and the other Parent Parties would not have entered into and agreed to consummate the
transactions contemplated by the Business Combination Agreement without the Stockholders and Dr. Rothberg entering into this Agreement
and agreeing to be bound by the agreements, covenants and obligations contained in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 






     


     


    

 


AGREEMENT


 


1.             Company
Stockholder Written Consents and Related Matters.


 


(a)            As
promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration Statement
/ Proxy Statement is declared effective under the Securities Act, the Stockholders shall duly execute and deliver to the Companies and
HealthCor the Company Party Stockholder Written Consents under which they shall irrevocably and unconditionally consent to the matters,
actions and proposals contemplated by Section 5.13(b) (Transaction Support Agreements; Company Stockholder Approvals; PIPE Investor
Subscription Agreements) of the Business Combination Agreement. Without limiting the generality of the first sentence of this Section 1(a),
prior to the Closing, the Stockholders shall vote (or cause to be voted) the Subject Shares against and withhold consent with respect
to (A) any Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result
in (x) a breach of any of either Company’s covenants, agreements or obligations under the Business Combination Agreement or
(y) any of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied.


 


(b)            Without
limiting any other rights or remedies of HealthCor, each Stockholder hereby irrevocably appoints HealthCor or any individual designated
by HealthCor as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and
in the name, place and stead of such Stockholder, to attend on behalf of such Stockholder any meeting of the Company Parties Stockholders
with respect to the matters described in Section 1(a), to include such Stockholder’s Subject Shares in any computation
for purposes of establishing a quorum at any such meeting of the applicable Company Parties Stockholders, to vote (or cause to be voted)
such Stockholder’s Subject Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in
connection with any meeting of the applicable Company Parties Stockholders or any action by written consent by the applicable Company
Parties Stockholders (including the Company Stockholder Written Consents), in each case, in the event that such Stockholder fails to perform
or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a).


 


(c)            The
proxy granted by each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient at law to support an
irrevocable proxy and is granted in consideration for HealthCor entering into the Business Combination Agreement and agreeing to consummate
the transactions contemplated thereby. The proxy granted by each Stockholder pursuant to Section 1(b) is also a durable
proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Stockholder and shall revoke
any and all prior proxies granted by such Stockholder with respect to its Subject Shares. The vote or consent of the proxyholder in accordance
with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event of any
conflict between such vote or consent by the proxyholder of the Subject Shares and a vote or consent by a Stockholder of the Subject Shares
(or any other Person with the power to vote the Subject Shares) with respect to the matters in Section 1(a). The proxyholder
may not exercise the proxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a).
For the avoidance of doubt, the Stockholder may vote the Subject Shares on all other matters, subject to, for the avoidance of doubt,
the other applicable covenants, agreements and obligations set forth in this Agreement.


 






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(d)            Each
Stockholder hereby irrevocably and unconditionally waives and agrees not to exercise or assert, or make any demand in respect of, any
rights of appraisal, any dissenters’ rights and any similar rights relating to the Mergers or any other transaction contemplated
by the Business Combination Agreement that the Stockholder may have (under Section 262 of DGCL or otherwise) by virtue of, or with
respect to, any outstanding Subject Shares owned of record or beneficially by the Stockholder.


 


2.             Other
Covenants and Agreements.


 


(a)             Each
Stockholder shall be bound by and subject to Section 5.3(a) (Confidentiality) and Section 5.4(a) (Public Announcements)
of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement,
as if such Stockholder were directly party thereto, and each Stockholder and Dr. Rothberg shall be bound by and subject to the first
sentence of Section 5.6(a) (Exclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Business Combination
Agreement to the same extent as such provisions apply to the Companies, as if such Stockholder were directly party thereto. Dr. Rothberg
shall, in his capacity as Executive Vice Chairman of the Board of Directors of Hyperfine and Executive Chairman of the Board of Directors
of Liminal, cause to be done such further acts and things as may be reasonably necessary or advisable to cause the Companies to fulfill
its obligations under the Business Combination Agreement and consummate the transactions contemplated thereby.


 


(b)            Each
Stockholder and Dr. Rothberg acknowledges and agrees that HealthCor and the other Parent Parties are entering into the Business Combination
Agreement in reliance upon such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply
with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for such Stockholder and Dr. Rothberg
entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants
and obligations contained in this Agreement, HealthCor and the other Parent Parties would not have entered into or agreed to consummate
the transactions contemplated by the Business Combination Agreement.


 


3.             Stockholder
Representations and Warranties. Each of the Stockholders and Dr. Rothberg represents and warrants to HealthCor, on behalf of
him or itself, as follows:


 


(a)             Such
Stockholder is a limited liability company, trust or other applicable entity duly organized or formed, as applicable, validly existing
and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept
of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable).


 


(b)            Such
Stockholder has the requisite limited liability company, trust or other similar power and authority to execute and deliver this Agreement,
to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and
obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust or other
similar action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholders and
Dr. Rothberg and constitutes a valid, legal and binding agreement of each Stockholder and Dr. Rothberg (assuming that this Agreement
is duly authorized, executed and delivered by HealthCor), enforceable against each Stockholder and Dr. Rothberg in accordance with
its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement
of creditors’ rights and subject to general principles of equity).


 






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(c)             No
consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of
any Stockholder or Dr. Rothberg with respect to such Stockholder’s or Dr. Rothberg’s execution, delivery or performance
of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and
obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions
contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of
which would not adversely affect the ability of the Stockholders or Dr. Rothberg to perform, or otherwise comply with, any of its
covenants, agreements or obligations hereunder in any material respect.


 


(d)            None
of the execution or delivery of this Agreement by the Stockholders and Dr. Rothberg, the performance by the Stockholders and Dr. Rothberg
of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements
and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions
contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of
any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or
give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any
of the terms, conditions or provisions of any Contract to which any Stockholder or Dr. Rothberg is a party, (iii) violate, or
constitute a breach under, any Order or applicable Law to which Dr. Rothberg, any Stockholder or any of their respective properties
or assets is bound or (iv) result in the creation of any Lien upon the Subject Shares, except, in the case of any of clauses (ii) and
(iii) above, as would not adversely affect the ability of the Stockholders or Dr. Rothberg to perform, or otherwise comply
with, any of its covenants, agreements or obligations hereunder in any material respect.


 


(e)             Such
Stockholder is the record and beneficial owner of its Subject Shares, free and clear of all Liens (other than transfer restrictions under
applicable Securities Law or under the Company Parties Stockholders Agreements). Except for the Equity Securities of the Companies set
forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Companies that such
Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in accordance
with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of record, any
Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Parties Stockholders Agreements, that
certain letter agreement, of even date herewith, by and between Michael J. Rothberg Family Trust and Liminal (the “Exchange Agreement”)
or any other agreement existing on the date hereof and made available to HealthCor or that is entered into in accordance with the Business
Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Companies. Such Stockholder has the
sole right to vote (and provide consent in respect of, as applicable) the Subject Shares and, except for this Agreement and the Business
Combination Agreement, Company Parties Stockholders Agreements, Exchange Agreement and any Contract with respect to a Permitted Transfer
such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone
or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require
such Stockholder to Transfer any of its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting
or Transfer of any of its Subject Shares.


 






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(f)             There
is no Proceeding pending or, to Dr. Rothberg’s or such Stockholder’s knowledge, threatened against Dr. Rothberg
or such Stockholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of Dr. Rothberg
or such Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any
material respect.


 


(g)            Each
of Dr. Rothberg and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants
and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment
concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with
or given access to such documents and information about the Parent Parties and their respective businesses and operations as it and its
Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance
of this Agreement, the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.


 


(h)            In
entering into this Agreement and the other Ancillary Documents to which he or it is or will be a party, Dr. Rothberg and such Stockholder
has relied solely on his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary
Documents to which he or it is or will be a party and no other representations or warranties of any Parent Party (including, for the avoidance
of doubt, none of the representations or warranties of any Parent Party set forth in the Business Combination Agreement or any other Ancillary
Document), any Parent Non-Party Affiliate or any other Person, either express or implied, and each of Dr. Rothberg and such Stockholder,
on his or its own behalf and on behalf of his or its Representatives, acknowledges, represents, warrants and agrees that, except for the
representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party, none of the Parent
Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied,
in connection with or related to this Agreement, the Ancillary Documents to which he or it is or will be a party or the transactions contemplated
hereby or thereby.


 






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4.             Transfer
of Subject Securities. Except as expressly contemplated by the Business Combination Agreement, as expressly contemplated by the Exchange
Agreement, with the prior written consent of HealthCor (such consent to be given or withheld in its sole discretion) or to a Permitted
Transferee (as defined below), from and after the date hereof, each Stockholder agrees not to (a) Transfer any of its Subject Shares,
(b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one
or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to
Transfer its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of its Subject
Shares, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b).
For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage,
exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration,
whether voluntarily or involuntarily or by operation of law or otherwise), and “Permitted Transferee” means any Person
that controls, is controlled by or is under common control with the applicable Stockholder or Dr. Jonathan M. Rothberg that delivers
to HealthCor a notice by which he, she or it agrees to be bound by all the obligations of the applicable Stockholder hereunder with respect
to its Subject Shares upon a Transfer of such Subject Shares to such Person.


 


5.             Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the
earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with its terms.
Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations
or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement,
(i) the termination of this Agreement pursuant to Section 5(b) shall not affect any Liability on the part of any
Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud, (ii) the
first sentence of Section 2(a) (solely to the extent that it relates to Section 5.3(a) (Confidentiality) of
the Business Combination Agreement) and the representations and warranties set forth in Sections 3(g) and (h) shall
each survive any termination of this Agreement, (iii) the first sentence of Section 2(a) (solely to the extent
that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement) shall survive the termination
of this Agreement pursuant to Section 5(a) and (iv) the first sentence of Section 2(a) (solely
to the extent that it relates to Section 8.18 (Trust Account Waiver) of the Business Combination Agreement) shall survive the termination
of this Agreement pursuant to Section 5(b). For purposes of this Section 5, (x) “Willful Breach”
means a material breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that
the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement
and (y) “Fraud” means an act or omission committed by a Party, and requires: (A) a false or incorrect representation
or warranty expressly set forth in this Agreement, (B) with actual knowledge (as opposed to constructive, imputed or implied knowledge)
by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false
or incorrect, (C) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (D) another
Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement,
causing such Party to enter into this Agreement, and (E) another Party to suffer damage by reason of such reliance. For the avoidance
of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including
a claim for fraud or alleged fraud) based on negligence or recklessness.


 


6.             Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) no Stockholder makes any agreement or understanding
herein in any capacity other than in such Stockholder’s capacity as a record holder and beneficial owner of its Subject Shares
and not in any other capacity and (b) nothing herein will be construed to limit or affect any action or inaction by any representative
or Affiliate of such Stockholder serving as a member of the board of directors of any Group Company or as an officer, employee or fiduciary
of any Group Company, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of such Group
Company.


 






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7.             No
Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto
against any other party(ies) thereto, each Party agrees that (a) this Agreement may be enforced only against, and any action for
breach of this Agreement may be made only against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or
otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated
hereby shall be asserted against either Company or any Company Non-Party Affiliate (other than Dr. Rothberg or any Stockholder named
as a party hereto, on the terms and subject to the conditions set forth herein) or any Parent Non-Party Affiliate, and (b) none
of the Companies, any Company Non-Party Affiliates (other than Dr. Rothberg or any Stockholder named as a party hereto, on the terms
and subject to the conditions set forth herein) or any Parent Non-Party Affiliate shall have any Liability arising out of or relating
to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any
claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made
or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements
or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof
or the transactions contemplated hereby.


 


8.             Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof) if applicable,
e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to
the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient)),
or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:


 


If to HealthCor, to:


 


c/o HealthCor Catalio Acquisition Corp.


55 Hudson Yards, 28th Floor


New York, New York 10001


Attention: Christopher Gaulin


E-mail: chris@hccspac.com


 


with a copy (which shall not constitute notice) to:


 


Kirkland & Ellis LLP

609 Main Street, Suite 4700


Houston, TX 77002


Attention: Debbie Yee; Sean T. Wheeler; Cephas Sekhar


E-mail:
debbie.yee@kirkland.com; sean.wheeler@kirkland.com; cephas.sekhar@kirkland.com


 






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If to any Stockholder, to:


 


3833 S. Ocean Blvd


Highland Beach, FL 33487


Attention: Michael J. Rothberg


Email: michaelrothberg@mac.com


 


with a copy (which shall not constitute notice) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


One Financial Center


Boston, MA 02111


Attention: Michael Fantozzi


E-mail: MLFantozzi@mintz.com


 


If to Dr. Rothberg, to:


 


c/o Hyperfine, Inc.


530 Old Whitfield Street


Guilford, CT 06437


Attention: Dr. Jonathan M. Rothberg


 


with a copy (which shall not constitute notice) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


One Financial Center


Boston, MA 02111


Attention: Michael Fantozzi


E-mail: MLFantozzi@mintz.com


 


or to such other address as the Party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.


 


9.             Entire
Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitute the entire agreement
of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written
and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.


 


10.           Amendments
and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in
writing and signed by Dr. Rothberg, the Stockholders and HealthCor. Notwithstanding the foregoing, no failure or delay by any Party
in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other
or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall
be assignable by any Stockholder without HealthCor’s prior written consent (to be withheld or given in its sole discretion) except
to a Permitted Transferee to which Subject Shares are Transferred in accordance with the terms hereof.


 






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11.           Fees
and Expenses. Except as otherwise expressly set forth in the Business Combination Agreement, all fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and
accountants, shall be paid by the Party incurring such fees or expenses.


 


12.           Remedies.
Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive
of any other remedy conferred hereby upon, or available at law or in equity to, such Party, and the exercise by a Party of any one remedy
will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy, would occur in the event that any Party does not perform its obligations under the provisions of this
Agreement in accordance with their specific terms or otherwise breaches such provisions. It is accordingly agreed that each Party shall
be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof
of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will
not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms
of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate
remedy for any reason at law or equity.


 


13.           No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted
assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns,
any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed
or implied, is intended to or shall constitute the Parties as partners or participants in a joint venture.


 


14.           Miscellaneous.
Sections 8.5 (Governing Law), 8.7 (Construction; Interpretation), 8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), 8.15
(Waiver of Jury Trial) and 8.16 (Submission to Jurisdiction) of the Business Combination Agreement are incorporated herein by reference
and shall apply to this Agreement, mutatis mutandis.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the Parties have executed and
delivered this Transaction Support Agreement as of the date first above written.


 


	 	HEALTHCOR CATALIO ACQUISITION CORP.




 


	 	By:	/s/ Christopher Gaulin
	 	Name:	Christopher Gaulin
	 	Title:	 Chief Executive Officer




 


[Signature Page to
Transaction Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the Parties have executed and
delivered this Transaction Support Agreement as of the date first above written.


 


	 	STOCKHOLDERS:
	 	 
	 	Jonathan M. Rothberg Children’s Trust 2012




 


	 	By:	/s/ Michael J. Rothberg
	 	Name:	Michael J. Rothberg
	 	Title:	Trustee




 


	 	Michael J. Rothberg Family Trust




 


	 	By:	/s/ Michael J. Rothberg
	 	Name:	 Michael J. Rothberg
	 	Title:	Trustee




 


[Signature
Page to Transaction Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the Parties have executed and
delivered this Transaction Support Agreement as of the date first above written.


 


	 	STOCKHOLDERS:
	 	 
	 	23rd Century Capital LLC




 


	 	By:	/s/ Noah Rothberg
	 	Name:	Noah Rothberg
	 	Title:	Manager




 


[Signature
Page to Transaction Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the Parties have executed and
delivered this Transaction Support Agreement as of the date first above written.


 


	 	/s/ Jonathan M. Rothberg
	 	Dr. Jonathan M. Rothberg




 


[Signature
Page to Transaction Support Agreement]


 






    


     


    

 


SCHEDULE A


 


	Stockholder	 	Number of 

Shares of Hyperfine 

Series A 

Preferred Stock	 	 	Number of 

Shares of 

Hyperfine 

Series B 

Preferred Stock	 	 	Number of 

Shares of 

Liminal Series 

A-1 Preferred 

Stock	 	 	Number of 

Shares of 

Liminal Series 

A-2 Preferred 

Stock	 
	23rd Century Capital LLC	 	 	2,500,000	 	 	 	0	 	 	 	0	 	 	 	0	 
	Jonathan M. Rothberg Children's Trust 2012	 	 	22,500,000	 	 	 	1,403,701	 	 	 	38,239,355	 	 	 	172,725	 
	Michael J. Rothberg Family Trust	 	 	0	 	 	 	0	 	 	 	484,042	 	 	 	2,184