Exhibit 10.4


 


Execution Version


 


INVESTORS’ RIGHTS AGREEMENT


 


THIS INVESTORS’ RIGHTS
AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among Longview Acquisition
Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company
(the “Sponsor”), the undersigned parties listed under Sponsor Group Holders on the signature page(s) hereto (each such
party, a “Sponsor Group Holder” and, collectively, the “Sponsor Group Holders”) and the undersigned
parties listed under HeartFlow Holders on the signature page(s) hereto (each such party, a “HeartFlow Holder”
and, collectively, the “HeartFlow Holders”). The Sponsor Group Holders, the HeartFlow Holders and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, are each referred to herein
as a “Holder” and collectively as the “Holders.”


 


RECITALS


 


WHEREAS, the Company
has entered into that certain Business Combination Agreement (the “Business Combination Agreement”), dated as the date
hereof, by and among the Company, Halo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and HeartFlow
Holding, Inc., a Delaware corporation;


 


WHEREAS, pursuant to
the transactions contemplated by the Business Combination Agreement and subject to the terms and conditions set forth therein, the HeartFlow
Holders will receive shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (the
 “HeartFlow Shares”), upon the closing of such transactions (the “Closing”);


 


WHEREAS, the Existing
Parties hold an aggregate of 17,250,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Longview
Class B Common Stock”), which shares of Longview Class B Common Stock will automatically convert into an aggregate of 17,250,000
shares of Common Stock in connection with the Closing (the “Sponsor Shares”);


 


WHEREAS, the Company
and the Sponsor are party to that certain Private Placement Warrants Purchase Agreement, dated March 18, 2021, pursuant to which the Sponsor
purchased 9,800,000 warrants (the “Private Placement Warrants”) in private placement transactions occurring simultaneously
with the closing of the Company’s initial public offering and each exercise of the over-allotment option in connection therewith;
and pursuant to that certain Promissory Note, dated March 18, 2021, the Sponsor agreed to loan up to $2,000,000 to the Company for certain
working capital purposes, up to $2,000,000 of which may be convertible into an additional 1,333,333 Private Placement Warrants (the “Working
Capital Warrants”);


 


WHEREAS, the Company,
the Sponsor, an affiliate of the Sponsor and certain Sponsor Group Holders to which such affiliate of the Sponsor serves as investment
advisor (the “Purchasers”), are party to that certain Forward Purchase Agreement, dated March 18, 2021, as amended
on the date hereof (as amended, the “Forward Purchase Agreement”), pursuant to which (i) the Purchasers will purchase
the number of shares of Common Stock equal to the Forward Purchase Share Amount (as defined in the Forward Purchase Agreement) (the “Forward
Purchase Shares”) in a private placement transaction that will close substantially concurrently with and immediately prior to
the Closing;


 






     


     


    

 


WHEREAS, the Forward
Purchase Agreement has been amended such that the registration rights granted with respect to the Forward Purchase Shares have been terminated,
and the Purchasers will instead have registration rights pursuant to this Agreement;


 


WHEREAS, the Company
and certain of the Sponsor Group Holders (the “Existing Parties”) are party to that certain Registration Rights
Agreement dated March 18, 2021 (the “Existing Registration Rights Agreement”), pursuant to which such Existing Parties
were granted certain registration rights with respect to the Company securities then held by the Existing Parties;


 


WHEREAS, pursuant to
Section 5.7 of the Existing Registration Rights Agreement, the provisions, covenants and conditions set forth therein may be amended
or modified upon the written consent of the Company and the Existing Parties holding a majority-in-interest of the “Registrable
Securities” (as such term was defined in the Existing Registration Rights Agreement) at the time in question; and


 


WHEREAS, the Company
and all of the Existing Parties and all of the Purchasers desire to amend and restate the Existing Registration Rights Agreement in order
to provide the Sponsor Group Holders and the HeartFlow Holders certain registration rights with respect to certain securities of the Company,
as set forth in this Agreement.


 


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


 


ARTICLE
I



DEFINITIONS


 


1.1             
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


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


 


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


 


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


 






    2


     


    

 


“Business
Combination Agreement” shall have the meaning given in the Recitals hereto.


 


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


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


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


 


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


 


“Company
Shelf Takedown Notice” shall have the meaning given in subsection 2.1.3.


 


“Demand
Registration” shall have the meaning given in subsection 2.2.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.2.1.


 


“Effectiveness
Deadline” shall have the meaning given in subsection 2.1.1.


 


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


 


“Existing
Parties” shall have the meaning given in the Recitals hereto.


 


“Existing
Registration Rights Agreement” shall have the meaning given in the Recitals hereto.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.1.2.


 


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


 


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


 


“HeartFlow
Shares Lock-up Period” shall mean, with respect to the HeartFlow Shares, the period ending on the earlier of (A) 180 days after
the Closing and (B) subsequent to the Closing, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30
consecutive trading days after the Closing or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property.


 


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


 






    3


     


    

 


“Letter
Agreement” shall mean that certain letter agreement, dated as of March 18, 2021, by and among the Company, the Sponsor and each
of the Company’s officers and directors.


 


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


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.2.4.


 


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


 


“Lock-up
Periods” shall mean the Sponsor Shares Lock-up Period and the HeartFlow Shares Lock-up Period.


 


“Nominee”
shall have the meaning given in Section 5.1.1.


 


“Permitted
Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Sponsor Shares Lock-up Period or HeartFlow Shares Lock-up Period, as the case may be, under
the Letter Agreement, this Agreement and any other applicable agreement between such Holder and the Company and to any transferee thereafter,
including, but not limited to, the transferees identified in subsection 3.7.1 and subsection 3.7.2.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.3.1.


 


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


 


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


 


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


 


“Registrable
Security” shall mean (a) the Sponsor Shares, (b) the HeartFlow Shares, (c) the Forward Purchase Shares, (d) the shares of
Common Stock issued or issuable upon the exercise of any Private Placement Warrants, (e) any outstanding share of the Common Stock
or any other equity security (including the shares of the Common Stock issued or issuable upon the exercise or conversion of any
other equity security) of the Company held by a Holder as of immediately following the Closing, (f) any shares of Common Stock
issued or issuable upon the exercise of any Working Capital Warrants and (g) any other equity security of the Company issued or
issuable with respect to any such share of the Common Stock or Class B Common Stock by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have
been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without volume or manner of sale
restrictions pursuant to Rule 144 promulgated under the Securities Act; or (E) such securities have been sold to, or through, a
broker, dealer or underwriter in a public distribution or other public securities transaction.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Requesting
Holder” shall have the meaning given in subsection 2.2.1.


 


“Restricted
Securities” shall have the meaning given in subsection 3.7.1.


 


“Rule 415”
shall have the meaning given in subsection 2.1.1.


 


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


 


“Shelf
Takedown Notice” shall have the meaning given in subsection 2.1.3.


 


“Shelf
Underwritten Offering” shall have the meaning given in subsection 2.1.3.


 


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


 


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


 


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


 


“Sponsor
Shares Lock-up Period” shall mean, with respect to the Sponsor Shares and shares of Common Stock issued or issuable upon the
exercise of any Private Placement Warrants, the period ending on the earlier of (A) three years after the Closing and (B) subsequent to
the Closing, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading days commencing
at least 150 days after the Closing; provided that all of the HeartFlow Shares have been registered on an effective Registration
Statement filed pursuant to subsection 2.1.1, or (y) the date on which the Company completes a liquidation, merger, stock exchange,
reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property; provided, however, with respect to the 75,000 Sponsor
Shares held by the independent directors of the Company, it shall mean the period set forth in the Prospectus of the Company.


 


“Subscription
Agreements” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 






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ARTICLE
II



REGISTRATIONS


 


2.1             
Shelf Registration.


 


2.1.1             
Initial Registration. The Company shall use its commercially reasonable efforts to file a Registration Statement
under the Securities Act promptly, but in any event within forty-five (45) days following the Closing, to permit the public resale of
all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor
or similar provision adopted by the Commission then in effect) (“Rule 415”) on the terms and conditions specified in
this subsection 2.1.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared
effective as soon as practicable after the filing thereof, but in no event later than sixty (60) days following the filing deadline
(the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to ninety (90) days
after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement
filed with the Commission pursuant to this subsection 2.1.1 shall be a shelf registration statement on Form S-1 (a
 “Form S-1”) or such other form of registration statement as is then available to effect a registration for resale
of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder
to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement.
A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method
or combination of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts
to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented
and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration
Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have
ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to
this subsection 2.1.1, but in any event within two (2) business days of such date, the Company shall notify the Holders
of the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including
documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities
Act and the Exchange Act and will not contain a Misstatement.


 


2.1.2             
Form S-3.  The Company shall use its commercially reasonable efforts to file a shelf registration statement
on Form S-3 (“Form S-3”) as soon as practicable after the Company is eligible to use Form S-3.


 


2.1.3             
Shelf Takedown. At any time and from time to time following the effectiveness of the shelf registration statement
required by subsection 2.1.1 or 2.1.2, any Holder(s) may request to sell all or a portion of their Registrable
Securities in an Underwritten Offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten
Offering”) provided that such Holder(s) (a) reasonably expect aggregate gross proceeds in excess of $50,000,000 from such
Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf
Underwritten Offering but in no event for less than $10,000,000 in gross proceeds. All requests for a Shelf Underwritten Offering shall
be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify
the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range
(net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five (5) business days after receipt
of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders
of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to reductions consistent with the pro
rata calculations in subection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with
respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company
Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of
securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holder(s) after consultation with
the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to
expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated
by this subsection 2.1.3, subject to Section 3.4 and Article IV, the underwriting agreement
into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations
of the Company and the selling stockholders as are customary in Underwritten Offerings of securities by the Company.


 






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2.2             
Demand Registration.


 


2.2.1              Request
for Registration. Subject to the provisions of subsection 2.2.4 hereof and provided that the Company does not have an
effective Registration Statement pursuant to subsection 2.1 outstanding covering the Registrable Securities, the Holders of
at least a majority-in-interest of the then outstanding number of Registrable Securities held by the HeartFlow Holders or the
Sponsor Group Holders (the “Demanding Holders”), in each case, may make a written demand for Registration of all
or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in
such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify,
in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration
(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a
 “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the
Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to
the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to
a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable
Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a
Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the
Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an
aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all
Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted
for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the
Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting
Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this
Agreement.


 






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2.2.2             
Effective Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this
Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its material obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed
with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.2.3             
Underwritten Offering. Subject to the provisions of subsection 2.2.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration, which Underwriter(s) shall be reasonably
satisfactory to the Company.


 


2.2.4              Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any,
as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any
other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in
the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the
 “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i)
first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such
Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii)
second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable
Securities of Holders (pro rata, based on the respective number of Registrable Securities that each Holder has so requested)
exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, without exceeding the
Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or
entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Securities.


 






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2.2.5             
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration
or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.2.1 shall have the
right to withdraw from a Registration pursuant to such Demand Registration or a Shelf Underwritten Offering pursuant to subsection
2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Registration at least two (2) business days prior to the effectiveness of the Registration Statement filed
with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (or in the case
of an Underwritten Registration pursuant to Section 2.1.1 or 2.2.4 at least five (5) business days prior to the time of
pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this
subsection 2.2.5.


 


2.3             
Piggyback Registration.


 


2.3.1              Piggyback
Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own
account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, pursuant to Sections 2.1 and 2.2 hereof), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer or offering of
securities solely to the Company’s then existing stockholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed
filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of
Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such
Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to
be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or
Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection
2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an
Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the Company. Holders agree that, except as required by applicable law, the
Holders shall treat as confidential any notice or other communication in connection with any Piggyback Registration and shall not
disclose or use the information contained in such notice without the prior written consent of the Company until such time as the
information contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable Shares in breach
of the terms of this Agreement.


 






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2.3.2             
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i)
the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been
requested pursuant to Section 2.3 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities,
then:


 


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


 






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(b)              
If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B)
second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1, pro rata, based on the
respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that
the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be
sold without exceeding the Maximum Number of Securities.


 


2.3.3             
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration at least two (2) business days prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration
pursuant to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering). The Company (whether on
its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.3.3.


 


2.3.4             
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section
2.3 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof.


 






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2.4             
 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and
the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the
Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer
the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed
by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Secretary of the Company
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period.


 


ARTICLE
III



COMPANY PROCEDURES


 


3.1             
General Procedures. If at any time on or after the Closing, the Company is required to effect the Registration of
Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as soon as
reasonably practicable:


 


3.1.1             
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold or otherwise cease to be Registrable Securities;


 


3.1.2             
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by a majority-in-interest of the Holders with Registrable Securities registered on such
Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement
effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the Prospectus or otherwise cease to be Registrable Securities;


 






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3.1.3             
 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto (except for supplements containing
Exchange Act reports of the Company filed with respect to a Registration Statement or Prospectus for which forward incorporation by reference
is unavailable), furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration,
and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to
such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus
included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the
Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate
the disposition of the Registrable Securities owned by such Holders;


 


3.1.4             
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5             
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6             
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7             
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8             
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (except for supplements containing Exchange Act reports of the Company filed with respect to a Registration Statement
or Prospectus for which forward incorporation by reference is unavailable), furnish a copy thereof to each seller of such Registrable
Securities or its counsel;


 






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3.1.9             
 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then
in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.5 hereof;


 


3.1.10         
permit a representative of the Holders (such representative to be selected by a majority-in-interest
of the Holders with Registrable Securities to be registered on the Registration Statement), the Underwriters, if any, and any attorney
or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the
Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested
by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representative or Underwriter enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company,
prior to the release or disclosure of any such information;


 


3.1.11         
obtain a “comfort” letter from the Company’s independent registered public accountants in the event of
an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12         
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such
date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in
such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13         
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing Underwriter of such offering;


 


3.1.14         
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of
at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of
the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission); provided that the Company will be deemed to have satisfied such requirement to the extent
such information is filed on EDGAR or any successor system;


 


3.1.15          in
connection with any Shelf Underwritten Offering pursuant to Section 2.1.3 or any Underwritten Offering pursuant to Section 2.2.3, if
such Shelf Underwritten Offering or Underwritten Offering involves the sale of Registrable Securities for gross proceeds in excess
of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary
 “road show” presentations that may be reasonably requested by the Underwriter in such Shelf Underwritten Offering or
Underwritten Offering, as the case may be; and


 






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3.1.16         
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the
Holders, in connection with such Registration.


 


3.2             
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all fees and expenses of any legal counsel representing the Holders.


 


3.3             
Holder Information Required for Participation in Registrations. At least ten (10) business days prior to the
first anticipated filing date of a Registration Statement, the Company shall use its commercially reasonable efforts to notify each Holder
in writing (which may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable
Securities in such Registration Statement. At least three (3) business days prior to the anticipated filing date of any post-effective
amendment of a Registration Statement (including pursuant to subsection 2.1.2), the Company shall use its commercially reasonable
efforts to notify each Holder of Registrable Securities included in such Registration Statement in writing (which may be by email) of
the information reasonably necessary about the Holder to keep such Holder’s Registrable Securities in such Registration Statement.
Notwithstanding anything else in this Agreement, the Company shall not be obligated to include or keep a Holder’s Registrable Securities
in a Registration Statement to the extent the Company has not received such information, and received any other reasonably requested agreements
or certificates, on or prior to the fifth (5th) business day prior to the first anticipated filing date of a Registration Statement
or the second (2nd) business day prior to the anticipated filing date of any post-effective amendment of a Registration Statement,
as applicable.


 


3.4             
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell
such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.


 


3.5              Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until such Holder has
received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is
advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial
effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to
make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are
unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of
such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the
shortest period of time, but in no event more than forty-five (45) days, determined in good faith by the Company to be necessary for
such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any
sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.5.


 






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3.6             
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions, it being acknowledged by the Holders that the securities of the
Company will not be eligible for resale pursuant to Rule 144 promulgated under the Securities Act, until, among other requirements,
at least one year has elapsed from the time that the Company has filed current Form 10 information with the Commission reflecting
its status as an entity that is not a shell company. Upon the request of any Holder, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.7             
Lock-up Restrictions.


 


3.7.1              During
the Sponsor Shares Lock-up Period, none of the Sponsor Group Holders shall, and during the HeartFlow Shares Lock-up Period, none of
the HeartFlow Holders shall without the prior written consent of the Company: offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock or Class B Common Stock
that are subject to the applicable Lock-up Period or any securities convertible into, exercisable for, exchangeable for or that
represent the right to receive HeartFlow Shares that are subject to the applicable Lock-up Period, whether now owned or hereinafter
acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has
beneficial ownership within the rules and regulations of the Commission (such securities that are subject to an applicable Lock-up
Period, the “Restricted Securities”), other than any transfer to an affiliate of a Holder or to a Permitted
Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in
any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to
lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by
someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant
of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with
respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. For
the avoidance of doubt, the foregoing restriction shall not apply to transfers: (i) as a bona fide gift or charitable contribution,
(ii) by will or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family (as defined
below) of any such Holder; (iii) to partners, members, beneficiaries (or the estates thereof) or stockholders of any such Holder,
(iv) to any immediate family of any such Holder (“immediate family” shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin), (v) to any trust for the direct or indirect benefit of any such Holder or the
immediate family of any such Holder, (vi) to any corporation, partnership, limited liability company, trust or other entity that
controls, or is controlled by or is under common control with, any such Holder or the immediate family of any such Holder or is
otherwise a direct or indirect affiliate, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce
settlement, divorce decree or separation agreement; or (viii) pursuant to a bona fide third party tender offer, merger,
consolidation, equity purchase or other similar transaction or series of related transactions involving a change of control of the
Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which any such Holder may
agree to Restricted Shares in connection with such transaction or series of related transactions, or vote any Restricted Shares in
favor of such transaction or series of related transactions); provided, that in the event such transaction or series of related
transactions is not completed, the Restricted Shares shall remain subject to the restrictions contained in this Agreement; provided,
that any such transfer pursuant to clauses (iii) through (vii) above shall not involve a disposition for value; provided,
further, with respect to any such transfer pursuant to clauses (iii) through (viii) above, (1) each donee, trustee, distributee,
or transferee, as the case may be, shall execute a joinder to this Agreement evidencing such donee’s, trustee’s,
distributee’s, or transferee’s agreement to become a party hereto and be bound by and subject to the terms and
provisions of this Agreement to the same effect, and (2) no filing by any party under the Exchange Act or other public announcement
shall be made (including voluntarily) in connection with such transfer.


 






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3.7.2              The
restrictions of Section 3.7.1 shall not apply to: (i) the exercise (including by net or cashless exercise) of stock options granted
pursuant to the Company’s equity incentive plans or warrants or any other securities existing as of the date hereof, which
securities are convertible into or exchangeable or exercisable for HeartFlow Shares; provided, that such restrictions shall apply to
any shares of HeartFlow Shares issued upon such exercise, exchange or conversion; (ii) the transfer or surrender to the Company of
any HeartFlow Shares to cover tax withholdings upon a vesting event or settlement, as applicable, of any equity award under any of
the Company’s equity incentive plans; provided, that the underlying shares of HeartFlow Shares shall continue to be subject to
the restrictions set forth in Section 3.7.1; (iii) the transfer of any HeartFlow Shares purchased by any such Holder on the
open market following the date hereof; (iv) transfer of HeartFlow Shares to the Company pursuant to any contractual arrangement that
provides the Company with an option to repurchase such HeartFlow Shares in connection with the termination of any such
Holder’s employment with the Company, as applicable; and (v) the establishment of any contract, instruction or plan (a
 “Plan”), if permitted by the Company (such permission not to be unreasonably withheld, conditioned, delayed or
applied asymmetrically to the undersigned as compared to any other employee of the Company), that satisfies all of the applicable
requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that the securities subject to the Plan may not be
sold until the end of the applicable Lock-Up Period (except to the extent otherwise allowed hereunder).


 






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3.7.3             
Each Holder hereby represents and warrants that it now has and, except as contemplated by this subsection 3.7.2 for the
duration of the applicable Lock-up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens,
encumbrances, and claims that could impact the ability of such Holder to comply with the foregoing restrictions. Each Holder agrees and
consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any
Restricted Securities during the applicable Lock-up Period.


 


ARTICLE
IV



INDEMNIFICATION AND CONTRIBUTION


 


4.1             
Indemnification.


 


4.1.1             
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and
directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue or alleged untrue
statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company
by such Holder expressly for use therein.


 


4.1.2              In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including, without limitation’ reasonable attorneys’ fees) resulting from any untrue or
alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the
liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the
Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 






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4.1.3             
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by
the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.


 


4.1.4             
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such
provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such
Holder’s indemnification is unavailable for any reason.


 


4.1.5              If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a
result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of
the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying
party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent
such action and the benefits received by such indemnifying party or indemnified party; provided, however, that the
liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such
Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2
and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection
4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable
considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who
was not guilty of such fraudulent misrepresentation.


 






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ARTICLE
V


 


NOMINATION RIGHTS


 


5.1             
Board Nomination Right.


 


5.1.1             
From the date hereof until the earlier of (i) three years from the Effective Date, (ii) the
date on which the Sponsor ceases to beneficially own more than 1.0% of the Common Stock of the Company, on a fully-diluted basis, and
(iii) the termination of this Agreement in accordance with Section 6.12, at every meeting of the Board, or a committee thereof,
or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election
and elected by stockholders of the Company, the Sponsor shall have the right to appoint or nominate for election to the Board, as applicable,
one (1) individual, to serve as director of the Company (the individual appointed or nominated by the Sponsor for election to the Board
pursuant to this Section 5.1.1, a “Nominee”). As of the date hereof, the Nominee shall be John Rodin.


 


5.1.2             
The Company shall take all necessary actions within its control, including but not limited
to calling a meeting of the Board or executing an action by unanimous written consent of the Board, such that, as of the date hereof,
the Nominee shall either be elected by the Company’s stockholders at the meeting held to approve the Transactions or appointed to
the Board as of the date hereof as a director of the Company.


 


5.1.3              From
and after the date hereof, the Company shall take all actions necessary (including, without limitation, calling special meetings of
the Board and the stockholders of the Company and recommending, supporting and soliciting proxies) to ensure that: (i) the Nominee
is included in the Board’s slate of nominees to the stockholders of the Company for the election of directors of the Company
and recommended by the Board at any meeting of stockholders called for the purpose of electing directors of the Company; and
(ii) the Nominee, if up for election, is included in the proxy statement prepared by management of the Company in connection with
the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the
Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every
action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of directors
of the Company.


 






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5.1.4             
If the Nominee ceases to serve for any reason, the Sponsor shall be entitled to designate
and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy
with such successor Nominee; provided, that such successor shall be reasonably acceptable to the Founders.


 


5.1.5             
Notwithstanding any of this Section 5.1 to the contrary, the election or appointment
of the Nominee to the Board shall be subject to the prior execution by the Nominee of an irrevocable resignation letter in the form attached
hereto as Exhibit A.


 


5.1.6             
The Company shall indemnify the Nominee on the same basis as all other members of the Board
and pursuant to an indemnity agreement with terms that are no less favorable to the Nominee than the indemnity agreements entered into
between the Company and its other directors.


 


5.1.7             
The Nominee shall be entitled to compensation (including equity awards) that is consistent
with the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented,
out-of-pocket expenses incurred by the Nominee in connection with his or her services provided to or on behalf of the Company and its
subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s request.


 


5.1.8             
Notwithstanding the provisions of this Section 5.1, the Sponsor shall not be entitled
to designate a person as a nominee to the Board upon a written determination by the Board or relevant committee thereof that the person
would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Sponsor
shall be entitled to select a person as a replacement Nominee and the Company shall take all necessary actions within its control
to cause that person to be nominated as a Nominee, including, without limitation, taking such necessary
actions to cause that person to be nominated as a Nominee at the same meeting (or, if permitted, pursuant to the same action by written
consent of the stockholders) as the initial person was to be nominated.


 


ARTICLE
VI



MISCELLANEOUS


 


6.1              Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by
courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or
communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the
case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed to the Company, 1400 Seaport Blvd, Bldg B, Redwood
City, CA 94063, Attn: Chief Executive Officer, with a copy (which shall not constitute notice) to Carl P. Marcellino, Ropes &
Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, and, if to any Holder, at such Holder’s address or other contact
information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from
time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after
delivery of such notice as provided in this Section 6.1.


 






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6.2             
Assignment; No Third Party Beneficiaries.


 


6.2.1             
This Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may
not be assigned or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the
terms and restrictions set forth in this Agreement.


 


6.2.2             
Prior to the expiration of the Sponsor Shares Lock-up Period or HeartFlow Shares Lock-up Period, as the case may be, no
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement, including the lock up restrictions applicable to the transferor, or any
other applicable agreements between the Company and such Holder.


 


6.2.3             
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and
its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4             
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly
set forth in this Agreement and Section 6.2 hereof.


 


6.2.5             
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or
obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section
6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 6.2 shall be null and void.


 


6.3              Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 






    23


     


    

 


6.4             
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.


 


6.5             
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B),
AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT
OF LAW PROVISIONS OF SUCH JURISDICTION, AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL
COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


6.6             
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties,
whether oral or written.


 


6.7             
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest
of the Registrable Securities at the time in question (including the Holders of a majority-in-interest of the Sponsor Shares and the Holders
of a majority-in-interest of the HeartFlow Shares), compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects any Holder(s), solely in its capacity
as a holder of the shares of capital stock of the Company, in a manner that is materially different from other Holders (in such capacity)
shall require the consent of the Holder(s) so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate
as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this
Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such
party. Any waiver, amendment or modification effected in accordance with this Section 6.7 shall be binding on all parties hereto,
regardless of whether any such party has consented thereto.


 


6.8             
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.


 






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6.9             
 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has
the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or
default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or
extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any
other obligations or acts.


 


6.10         
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether
for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11         
Other Registration Rights. The Company represents and warrants that no person, other than the Holders with respect
to Registrable Securities, or the PIPE Investors pursuant to the terms of the Subscription Agreements with respect to the PIPE Shares,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in
any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions (excluding the Subscription Agreements) and in the event of a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.


 


6.12         
Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement
or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) or (B) the Holders of all
Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 promulgated under the
Securities Act (but with no volume or manner of sale restrictions or limitations). The provisions of Section 3.6 and Article IV
shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 






    25


     


    

 


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


 


	 	COMPANY:
	 	 
	 	LONGVIEW ACQUISITION CORP. II,
	 	a Delaware corporation
	 	 
	 	By:	/s/ John Rodin
	 	Name:	John Rodin
	 	Title:	Chief Executive Officer



 


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


 


	SPONSOR GROUP HOLDERS:	 
	 	 
	LONGVIEW INVESTORS II LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	/s/ Larry
    Robbins 	 
	Name:	Larry Robbins	 
	Title:	Managing Member	 



 


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


 


	SPONSOR GROUP HOLDERS:	 	 	 
	 	 	 	 	 
	GLENVIEW CAPITAL PARTNERS, L.P.	 	GLENVIEW OFFSHORE OPPORTUNITY MASTER FUND, LTD.
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Mark Horowitz	 	By:	/s/ Mark Horowitz
	Name:	Mark Horowitz	 	Name:	Mark Horowitz
	Title:	Co-President of Glenview Capital Management, LLC as Investment Advisor	 	Title:	Co-President of Glenview Capital Management, LLC as Investment Advisor
	 	 	 	 	 
	GLENVIEW INSTITUTIONAL PARTNERS, L.P.	 	GLENVIEW HEALTHCARE MASTER FUND, L.P.
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Mark Horowitz	 	By:	/s/ Mark Horowitz
	Name:	Mark Horowitz	 	Name:	Mark Horowitz
	Title:	Co-President of Glenview Capital Management, LLC as Investment Advisor	 	Title:	Co-President of Glenview Capital Management, LLC as Investment Advisor
	 	 	 	 	 
	GLENVIEW CAPITAL MASTER FUND, LTD.	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Mark Horowitz	 	 	 
	Name:	Mark Horowitz	 	 	 
	Title:	Co-President of Glenview Capital Management, LLC as Investment Advisor	 	 	 
	 	 	 	 	 
	GLENVIEW CAPITAL OPPORTUNITY FUND, L.P.	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Mark Horowitz	 	 	 
	Name:	Mark Horowitz	 	 	 
	Title:	Co-President of Glenview Capital Management, LLC as Investment Advisor	 	 	 



 


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


 


	 	SPONSOR GROUP HOLDER:
	 	 
	 	/s/ Wes Moore 
	 	Name: Wes Moore



 


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


 


	 	SPONSOR GROUP HOLDER:
	 	 
	 	/s/ Brian Zied
	 	Name: Brian Zied



 


[Signature Page to Investors’ Rights Agreement]


  






     


     


    

 


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


 


	 	SPONSOR GROUP HOLDER:
	 	 
	 	/s/ Shalinee Sharma
	 	Name: Shalinee Sharma



 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


HEARTFLOW HOLDERS:


 


	HOST-PLUS PTY LIMITED	 	SCOTTISH MORTGAGE
	 	 	INVESTMENT TRUST PLC
	By:	 /s/ Peter Singlehurst	 	 
	Name:	 Peter Singlehurst	 	By: 	/s/ Peter Singlehurst
	Title: 	Authorized Signatory of Baillie	 	Name: 	Peter Singlehurst
	Gifford Overseas Limited as agent for and	 	Title: 	Authorized Signatory of Baillie
	on behalf of Host-Plus Pty Limited Manager	 	Gifford & Co as agent for and on behalf of
	 	 	Scottish Mortgage Investment Trust PLC
	 	 	 
	INTERVENTURE EQUITY	 	THE BOARD OF TRUSTEES OF THE
	INVESTMENTS LIMITED	 	SASKATCHEWAN HEALTHCARE
	 	 	EMPLOYEES’ PENSION PLAN
	By:	 /s/ Peter Singlehurst	 	 
	Name: 	Peter Singlehurst	 	By: 	/s/ Peter Singlehurst
	Title: 	Authorized Signatory of Baillie	 	Name: 	Peter Singlehurst
	Gifford Overseas Limited as agent for and	 	Title: 	Authorized Signatory of Baillie
	on behalf of Interventure Equity Investment	 	Gifford Overseas Limited as agent for and
	Limited	 	on behalf of The Board of Trustees of the
	 	 	 
	PLUMBING PENSIONS (U.K.)	 	THE SCHIEHALLION FUND LIMITED
	LIMITED	 	 
	 	 	By: 	/s/ Peter Singlehurst
	By:	 /s/ Peter Singlehurst	 	Name: 	Peter Singlehurst
	Name:	 Peter Singlehurst	 	Title: 	Authorized Signatory of Baillie
	Title: 	Authorized Signatory of Baillie	 	Gifford Overseas Limited as agent for and
	Gifford & Co as agent for and on behalf of	 	on behalf of The Schiehallion Fund Limited
	Plumbing Pensions (U.K.) Limited	 	 


 


[Signature Page to Investors’
Rights Agreement] 


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	THE STATES OF JERSEY PUBLIC	 
	EMPLOYEES CONTRIBUTORY	 
	RETIREMENT SCHEME	 
	 	 
	By:	 /s/ Peter Singlehurst	 
	Name:	Peter Singlehurst	 
	Title:	 Authorized Signatory of Baillie Gifford & Co as	 
	 	agent for and on behalf of The States of Jersey Public Employees Contributory Retirement Scheme	 
	 	 
	VISION SUPER PTY LTD	 
	 	 
	By:	/s/ Peter Singlehurst	 
	Name:	 Peter Singlehurst	 
	Title:	Authorized Signatory of Baillie Gifford Overseas Limited as agent for andon behalf of Vision Super Pty Ltd	 
	 	 
	 	 
	WARMAN INVESTMENTS	 
	PTY LIMITED	 
	 	 
	By:	 /s/ Peter Singlehurst	 
	Name:	 Peter Singlehurst	 
	Title:	Authorized Signatory of Baillie	 
	 	Gifford Overseas Limited as agent for and	 
	 	on behalf of Warman Investments Pty	 
	 	Limited	 




 


[Signature Page to Investors’ Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	HCPCIV 1, LLC	 
	 	 
	By:	HealthCor Partners II, L.P.	 
	 	Its Managing Member	 
	By:	HealthCor Partners GP, LLC	 
	 	Its General Partner	 
	 	 
	By:	/s/ Jeffrey C. Lightcap	 
	Name:	Jeffrey C. Lightcap	 
	Title:	Member	 
	 	 
	HEALTHCOR PARTNERS FUND, LP	 
	 	 
	By:	 HealthCor Partners Management, L.P.	 
	 	Its Manager	 
	By:	HealthCor Partners GP, LLC	 
	 	Its General Partner	 
	 	 
	By:	/s/ Jeffrey C. Lightcap	 
	Name:	Jeffrey C. Lightcap	 
	Title:	Member	 
	 	 
	HEALTHCOR PARTNERS FUND II, LP	 
	 	 
	By:	 HealthCor Partners Management, L.P.	 
	 	Its Manager	 
	By:	HealthCor Partners GP, LLC	 
	 	Its General Partner	 
	 	 
	By:	/s/ Jeffrey C. Lightcap	 
	Name:	Jeffrey C. Lightcap	 
	Title:	Member	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	Hadley Harbor Master	 
	Investors (Cayman) II L.P.	 
	 	 
	By:	Wellington Management Company LLP	 
	 	as investment advisor	 
	 	 
	By:	 /s/ Jennifer Boylan	 
	Name:	Jennifer Boylan	 
	Title:	 Vice President and Counsel	 
	 	 
	texas hidalgo coinvestment	 
	fund, l.p.	 
	 	 
	By:	Wellington Management Company LLP	 
	 	as investment advisor	 
	 	 
	By:	 /s/ Jennifer Boylan	 
	Name:	Jennifer Boylan	 
	Title:	Vice President and Counsel	 




 


[Signature Page to Investors’ Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	Blue cross blueshield	 
	venture partners II, l.p.	 
	 	 
	By:	 /s/ John Banta	 
	Name:	John Banta	 
	Title:	Managing Director	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	Sandbox advantage fund, lp	 
	 	 
	By:	/s/ Matthew Downs	 
	Name:	Matt Downs	 
	Title:	Managing Director	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	ADL, LLC	 
	 	 
	By:	/s/ Tre Brashear	 
	Name:	Tre Brashear	 
	Title:	President	 




 


[Signature Page to Investors’ Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	Panorama point partnership, lp	 
	(series D)	 
	 	 
	By:	Panorama Point Partners GP, LLC	 
	 	Its General Partners	 
	 	 
	 	 
	By:	 /s/ Stephen George	 
	Name:	Stephen George	 
	Title:	General Partner	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	Taylor Family Revocable trust	 
	 	 
	By:	 /s/ Charles Taylor	 
	Name:	Charles Taylor	 
	Title:	Trustee	 
	 	 
	 	 
	CHARLES TAYLOR	 
	 	 
	/s/ Charles Taylor	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	william C. Weldon	 
	 	 
	By: /s/ William C. Weldon	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	john H. stevens and marcia	 
	K. stevens, trustees for the	 
	john and marcia stevens	 
	family trust, dated	 
	february 4, 1994	 
	 	 
	By:	 /s/ John Stevens	 
	Name:	John Stevens	 
	Title:	Trustee	 
	 	 
	 	 
	JOHN H. STEVENS	 
	 	 
	/s/ John Stevens	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	loniie m. smith heartflow	 
	grat III	 
	 	 
	By:	 /s/ Lonnie M. Smith	 
	Name:	 Lonnie M. Smith	 
	Title:	Trustee	 
	 	 
	 	 
	LONNIE M. SMITH	 
	 	 
	/s/ Lonnie M. Smith	 




 


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IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed


as of the date first written above.


 


	HEARTFLOW HOLDERS:	 
	 	 
	lynn schusterman	 
	irrevocable trust	 
	 	 
	By:	/s/ Sender Cohen	 
	Name:	Sender Cohen	 
	Title:	Chief Investment Officer	 




 


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Exhibit A


 


FORM OF IRREVOCABLE RESIGNATION 


 


[ ], 2021


 


HEARTFLOW HOLDING, INC.


1400 Seaport Blvd, Bldg B

Redwood City, CA 94063


 


ATTENTION: SECRETARY 


 


Re: Resignation


 


Ladies and Gentlemen:


 


This irrevocable resignation is delivered pursuant
to Section 5.1.5 of the Investors’ Right Agreement, dated as of July __, 2021 (the “Agreement”), by and
between HeartFlow Holding, Inc., a Delaware corporation (the “Company”), the Sponsor Group Holders (as defined in the
Agreement) and the HeartFlow Holders (as defined in the Agreement). If, following such time that the Agreement is terminated in accordance
with its terms, the Board (as such term is defined in the Agreement) requests in writing that I resign as a director of the Company, I
hereby tender the immediate resignation of my position as a director of the Company and from any and all committees of the Board on which
I serve, such resignation effective as of the time of the Board’s such written request.


 


This resignation may not be withdrawn by me at any time.


 


Sincerely,


 


___________________


[Applicable Nominee]