EX-10.6



 Exhibit 10.6 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of February 15, 2013, among
Intersect ENT, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto (individually an “Investor” and collectively the
“Investors”). 
 RECITALS 

WHEREAS, certain of the Investors are purchasing shares of the Company’s Series D Preferred Stock (the
“Series D Stock”), pursuant to that certain Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”); 

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

 WHEREAS, certain of the Investors (the “Prior Investors”) are holders of the Company’s
Series A Preferred Stock (the “Series A Stock”), Series B Preferred Stock (the “Series B Stock”) and Series C Preferred Stock (the “Series C Stock”); 

WHEREAS, the Prior Investors and the Company are parties to an Investor Rights Agreement dated October 28, 2010
(the “Prior Agreement”); 
 WHEREAS, the parties to the Prior Agreement desire to amend and
restate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and 

WHEREAS, in connection with the consummation of the Financing, the Company and the Investors have agreed to the
registration rights, information rights, and other rights as set forth below. 
 NOW, THEREFORE, in
consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

AGREEMENT 
 1. Restrictions on
Transferability; Registration Rights 
 1.1 Certain Definitions. As used in this Agreement, the following terms have the
following respective meanings: 
 “Board” means the board of directors of the Company. 

“Commission” means the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act. 

  
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 “Convertible Securities” means any bonds, debentures,
notes or other evidences of indebtedness, options, warrants, shares (including, but not limited to, shares of Series A Stock, Series B Stock and Series C Stock) or any other securities convertible into, exercisable for, or exchangeable for Common
Stock. 
 “Excluded Securities” shall have the meaning ascribed to such term in the Fourth Article,
subsection B.3.(g)(ii) of the Company’s Restated Certificate of Incorporation. 
 “Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time. 

“Form S-3 Initiating Holders” means any Holder or Holders who propose to register securities, the
aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000. 

“Holder” means (i) any Investor holding Registrable Securities and (ii) any person holding
Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.11 hereof. 

“Initiating Holders” means any Holder or Holders who in the aggregate hold not less than 30% of
the Registrable Securities then outstanding and who propose to register (i) securities equal to at least 20% of such Holder’s or Holders’ shares in the IPO (or any lesser percentage if the anticipated aggregate proceeds (after
deduction for underwriter’s discounts and expenses related to issuance) exceeds $10,000,000), or (ii) securities then held by such Holder or Holders after the IPO. 

“IPO” means the first public offering of the Common Stock of the Company to the general public that is
affected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act. 

“New Securities” means any shares of capital stock of the Company, including Common Stock and Preferred
Stock, whether authorized or not, and rights, options, or warrants to purchase said shares of capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided, however, that the
term “New Securities” does not include Excluded Securities. 
 “Other Stockholders” means
persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder. 

“Pinnacle Warrant” means that certain warrant to purchase stock, dated November 15, 2007 held by
Pinnacle Ventures II Equity Holdings, L.L.C. 
 “Pro Rata Portion” means the ratio that (x) the
sum of the number of shares of the Company’s Common Stock held by an Investor immediately prior to the issuance of 

  
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New Securities, assuming full conversion of the Shares then held by such Investor into the Company’s Common Stock, bears to (y) the sum of the total number of shares of the
Company’s Common Stock then outstanding, assuming full conversion of all Shares then outstanding into the Company’s Common Stock. 

“Qualified Public Offering” shall have the meaning ascribed to such term in the Fourth section,
subsection B.3.(b) of the Company’s Restated Certificate of Incorporation. 
 The terms
“register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement. 
 “Registration
Expenses” shall mean all expenses incurred by the Company in complying with Sections 1.3, 1.4 and 1.5 hereof, including, without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees,
reasonable fees for one counsel for the selling Holders, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which
shall be paid in any event by the Company). 
 “Registrable Securities” shall mean (i) shares of
Common Stock issued or issuable pursuant to the conversion of the Shares, (ii) for purposes of Section 1 (excluding 1.3) and Section 4 only, Common Stock issued or issuable pursuant to conversion of the Warrant Shares, (iii) any
Common Stock of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in clause (i) and (ii) above, and (iv) any shares of Common Stock, or any shares of
Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date of this Agreement; provided, however, that shares of
Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction,
(B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon
the consummation of such sale, or (C) transferred in a transaction pursuant to which the registration rights are not also assigned in accordance with Section 1.11 hereof. 

“Restricted Securities” shall mean the securities of the Company required to bear the legend set forth
in Section 1.2 hereof. 
 “Rule 144” means Rule 144 as promulgated by the Commission under the
Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. 

  
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 “Rule 145” means Rule 145 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. 

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes
applicable to the securities registered by the Holders. 
 “Series A Warrants” means those certain
warrants to purchase Series A Stock held by the Investors, other than the SVB Warrant and the Pinnacle Warrant. 

“Shares” means the Company’s Series A Stock, Series B Stock, Series C Stock, Series D Stock and
the Series A Stock issuable upon exercise of the Series A Warrants. 
 “SVB Warrant” means that
certain warrant to purchase stock, dated March 20, 2007 held by SVB Financial Group. 
 “Warrant
Shares” means the shares of Series A Stock issuable upon exercise of the SVB Warrant and the Pinnacle Warrant. 
 1.2
Restrictions. 
 (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and
until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2 and Section 1.3, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration
statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory
to the Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a
Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability
company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the Holder’s family member or trust for the benefit of an individual Holder, provided in the case of a transfer to an
affiliate and all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.3 as if such transferee were an original Holder hereunder. Each Holder consents to the
Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2. 

  
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 (b) Each certificate representing Registrable Securities shall be stamped or otherwise imprinted
with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof): 

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 (c) The Company shall promptly reissue unlegended
certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without
registration, qualification or legend. 
 1.3 Requested Registration. 

(a) Request for Registration. If the Company shall receive from Initiating Holders a written request that the Company effect any
registration, qualification or compliance, the Company will: 
 (i) promptly deliver written notice of the proposed registration,
qualification, or compliance to all other Holders; and 
 (ii) as soon as practicable, use best efforts to effect such registration,
qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with
applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities
as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within 20 days after delivery of such
written notice from the Company; 

  
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 provided, however, that the Company shall not be obligated to take any action to effect any such
registration, qualification, or compliance pursuant to this Section 1.3: 
 (A) Prior to the earlier of: (i) two
years following the date of this Agreement, and (ii) six months following the effective date of the IPO; 
 (B) After
the Company has effected two such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; 

(C) During the period starting with the date 60 days prior to the Company’s estimated date of filing of, and ending on a
date 180 days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that
the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; 

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

(E) If 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, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the
Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register,
qualify or comply under this Section 1.3 shall be deferred for a period not to exceed 90 days from the delivery of the written request from the Initiating Holders. 

Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be
registered as soon as practicable and shall cause such registration to become effective no later than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request
of the Initiating Holders may, subject to the provisions of Sections 1.3(c) and Section 1.2 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for
the account of the Company. 
 (b) Underwriting. The right of any Holder to registration pursuant to this Section 1.3 shall be
conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. A Holder may elect to include in such underwriting all or a part
of the Registrable Securities held by such Holder. 

  
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 (c) Procedures. If the Company shall request inclusion in any registration pursuant to
this Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such
securities in the underwriting and may condition such offer on their acceptance of the applicable provisions of this Section 1. The Company shall (together with all Holders or other persons proposing to distribute their securities through such
underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall
be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be
underwritten, the number of shares that may be included in the registration and underwriting shall be allocated first, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; second, to any
stockholder of the Company (other than a Holder) on a pro rata basis; and third, to the Company. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 25%
of the total amount of securities included in such offering, unless such offering is a Qualified Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other
stockholder’s securities are included in such offering or (ii) any securities held by Other Stockholders be included in such offering if any Registrable Securities held by a Holder (and that such Holder has requested to be registered) are
excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated
venture capital funds, partners, retired partners, stockholders and related individuals of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall
be deemed to be a single “Selling Holder,” and any pro rata reduction with respect to such “Selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
The Company shall advise all holders of securities requesting registration of the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as set forth in Section 1.12. If any
person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable
Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. 

1.4 Registration on Form S-3. 

(a) Qualification on Form S-3. After the IPO, the Company shall use best efforts to qualify for registration on Form S-3 or any
comparable or successor form. To that end the Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first
registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. 

  
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 (b) Request for Registration on Form S-3. After the Company has qualified for the use of
Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will: 

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

(ii) as soon as practicable, use best efforts to effect such registration, qualification or compliance (including, without limitation,
the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any
other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such
portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within 20 days after delivery of such written notice from the Company; 

provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance
pursuant to this Section 1.4 if: 
 (A) The Company has effected two such registrations during the preceding
twelve-month period; 
 (B) The condition in Section 1.3(a)(ii)(C) has been met; 

(C) The condition in Section 1.3(a)(ii)(D) has been met; or 

(D) The condition in Section 1.3(a)(ii)(E) has been met. 

(c) Underwriting; Procedure. If a registration requested under this Section 1.4 is for an underwritten offering, the provisions
of Sections 1.3(b) and 1.3(c) shall apply to such registration. 
 (d) S-3’s not Demands. Registrations effected pursuant to
this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.3. 
 1.5
Company Registration. 
 (a) Notice of Registration. If the Company shall determine to register any of its securities, either
for its own account or the account of a security holder or holders other than (A) a registration pursuant to Sections 1.3 or 1.4 hereof, (B) a registration relating solely to employee benefit plans, (C) a registration relating solely
to a Rule 145 transaction or (D) a registration on any registration form that does not permit secondary sales, the Company will: 

(i) deliver to each Holder written notice thereof within 30 days of such determination; and 

  
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 (ii) use best efforts to include in such registration (and any related qualification under blue
sky laws or other compliance), except as set forth in Section 1.5(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made by any Holder and delivered to the Company
within ten days after the written notice is delivered by the Company. Such written request may include all or a portion of a Holder’s Registrable Securities. 

(b) Underwriting; Procedures. If the registration of which the Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.5 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the
Company and the other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the
Company. Notwithstanding any other provision of this Section 1.5, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the
registration and underwriting shall be allocated first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a
Holder) on a pro rata basis. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 25% of the total amount of securities included in such offering, unless
such offering is a Qualified Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ii) any
securities held by Other Stockholders be included in such offering if any Registrable Securities held by a Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence
concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners, stockholders and
related individuals of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Selling Holder,” and any pro
rata reduction with respect to such “Selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. The Company shall advise all holders of securities requesting
registration of the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as set forth in Section 1.12. If any person who has requested inclusion in such registration as provided
above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and/or other securities so excluded or withdrawn shall
also be withdrawn from registration. 

  
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 (c) Right to Terminate Registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 1.5 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration. 

1.6 Registration Procedures. In the case of each registration, qualification, or compliance effected by the Company pursuant to this
Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification, and compliance and as to the completion thereof and, at its expense, the Company will: 

(a) Prepare and file with the Commission a registration statement with respect to such securities and use best efforts to cause such
registration statement to become and remain effective for at least 120 days or until the distribution described in the registration statement has been completed, whichever occurs first; provided, however, that (i) such 120-day
period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of common stock or other securities of the Company, and (ii) in the
case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to up to 180 days provided that if Rule 415, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the
registration statement, the incorporation by reference of information required to be included in (A) and (B) above shall be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration
statement; 
 (b) Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary prospectus, final prospectus, and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities; 

(c) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; 

(d) Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a


  
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material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then
existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such
shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the
circumstances then existing; 
 (e) Use best efforts to register and qualify the securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions; 
 (f) Cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company are then listed; 
 (g) Provide a transfer agent and registrar
for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and 

(h) Use best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this
Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities
are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter, dated
such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities (to the extent the then-applicable standards of professional conduct permit said letter to be addressed to the Holders). 

1.7 Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company
such information regarding such Holder or Holders, the Registrable Securities held by them, and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 1, and the refusal to furnish such information by any Holder or Holders shall relieve the Company of its obligations in this Section 1 with respect to such Holder or Holders.
Furthermore, the Company shall have no obligation with respect to any registration requested pursuant to Section 1.3 or Section 1.4 of this Agreement if, as a result of the application of the preceding sentence, the number of shares


  
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or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering
price required to originally trigger the Company’s obligation to initiate such registration as specified in the definition of “Initiating Holders” or “Form S-3 Initiating Holders,” whichever is applicable. 

1.8 Indemnification. 

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors, partners,
legal counsel and accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 1,
and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions, proceedings or settlements in respect
thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular, or other document (including any related registration statement,
notification, or the like), or any amendment or supplement thereto, incident to any such registration, qualification, or compliance, or based on or arising out of any omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act
applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel and accountants, and each person controlling
such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing, defending or settling any such claim, loss, damage, liability
or action, as such expenses are incurred, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged
untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by such Holder, controlling person, or underwriter and stated to be specifically for use therein. The Company shall not be
required to indemnify any person against any liability arising out of the failure of any Holder or any person acting on behalf of a Holder to deliver a prospectus as required by the Securities Act. It is agreed that the indemnity agreement contained
in this Section 1.8 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). 

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification, or compliance is being effected, indemnify the Company, each of its directors, officers, partners, legal counsel and accountants, and each underwriter, if any, of the Company’s securities covered by such
a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such 

  
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Holder and Other Stockholder, each of their officers, directors, and partners and each person controlling such Holder or Other Stockholder within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus,
offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders,
Other Stockholders, directors, officers, partners, legal counsel and accountants, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein, provided, however, that the obligations of such Holder
hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably
withheld); and provided that that in no event shall any indemnity under this Section 1.8 exceed the gross proceeds received by such Holder in such offering. 

(c) Each party entitled to indemnification under this Section 1.8 (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. 
 (d) If the
indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any claim, loss, damage, liability or expense referred to therein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such claim, loss, damage, liability or expense in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party on the one 

  
 13 








 
hand and the Indemnified party on the other in connection with the statements or omissions that resulted in such claim, loss, damage, liability, or expense, as well as any other relevant
equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a
material fact related to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The
Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 1.8 were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which
does not take account of the equitable considerations referred to above. In no event shall any contribution by a Holder under this Section 1.8 exceed the gross proceeds received by such Holder in such offering. 

(e) The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, and liabilities referred to above in this
Section 1.8 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions of Section 1.8(c). No person
guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 

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

(g) The obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable
Securities in a registration statement. 
 1.9 Expenses of Registration. All Registration Expenses incurred in connection with any
registration effected pursuant to 1.3, 1.4 or 1.5 and reasonable fees for one counsel for the selling Holders shall be borne by the Company; provided, however, that if the Holders bear the Registration Expenses for any registration
proceeding begun pursuant to Section 1.3 and subsequently withdrawn by the Holders registering shares therein, such registration proceeding shall not be counted as a requested registration pursuant to Section 1.3. Furthermore, in the event
that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the
time of their request for registration under Section 1.3, such registration proceeding shall not be counted as a requested registration pursuant to Section 1.3, even though the Holders do not bear the Registration Expenses for such
registration. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of the registered securities included in such registration pro rata on the basis of the number of shares so registered. 

  
 14 








 1.10 Rule 144 Reporting. With a view to making available the benefits of certain
rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration after such time as a public market exists for the Common Stock of the Company, the Company agrees to use
best efforts to: 
 (a) Make and keep public information available, as those terms are understood and defined in Rule 144, at all times
after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; 
 (b)
File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and 

(c) So long as a Holder owns any Restricted Securities, to furnish to the Holder forthwith upon request a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 and of any other reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing a Holder to sell any such securities without registration. 
 1.11 Transfer of Registration
Rights. The rights to cause the Company to register securities granted to any party hereto under Section 1 may be assigned by a Holder only to a transferee or assignee who acquires at least 20% of shares of Registrable Securities (as
appropriately adjusted for stock splits and the like) held by such Holder, provided that the Company is given written notice at the time of or within a reasonable time after said assignment, stating the name and address of the transferee or
assignee and identifying the securities with respect to which such registration rights are being assigned, and, provided further, that the assignee of such rights assumes in writing the obligations of such Holder under this
Section 1. Notwithstanding the foregoing, no such minimum share assignment requirement shall be necessary for an assignment to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in
accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their
interests in the corporation or (D) to the Holder’s family member or trust for the benefit of an individual Holder. 
 1.12
Procedure for Underwriter Cutbacks. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “Other Shares”) requested to be included
in a registration on behalf of Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable
Securities and Other Shares that may be so included shall be allocated among the Holders and Other Stockholders requesting inclusion of shares pro rata based upon the total number of Registrable Securities or Other Shares held by such Holders and
Other Stockholders, 

  
 15 








 
respectively; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities or Other Shares to be included in such registration
if any Holder or Other Stockholder does not request inclusion of the maximum number of shares of Registrable Securities or Other Shares allocated to such Holder or Other Stockholder pursuant to the above-described procedure, in which case the
remaining portion of his allocation shall be reallocated among those requesting Holders and Other Stockholders whose allocations did not satisfy their requests pro rata on the basis of total number of shares of Registrable Securities and Other
Shares held by such Holders and Other Stockholders, and this procedure shall be repeated until all shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Stockholders have been
so allocated. Notwithstanding anything else set forth herein or in any other agreement, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include Other Shares, or
in the case of registrations pursuant to Section 1.3 or 1.4 hereof, in order to include in such registration securities registered for the Company’s own account. 

1.13 Standoff Agreement. In connection with the IPO and upon request of the Company or the underwriters managing such offering of the
Company’s securities, each Holder hereby agrees not to sell, make any short sale of, loan, pledge or otherwise hypothecate or encumber, grant any option for the purchase of, or otherwise dispose of any securities of the Company (other than any
disposed of in the registration and those acquired by the Holder in the registration or thereafter in open market transactions) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not
to exceed 180 days from the effective date of such registration or such other period as may be requested by the Company or an underwriter to facilitate compliance with NASD Rule 2711 or NYSE Rule 472, or any successor provisions or
amendments thereto) as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO. The foregoing provisions of this
Section 1.13 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and stockholders individually
owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with
such registration are intended third-party beneficiaries of this Section 1.13 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each
Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 1.13 or that are necessary to give further effect thereto. Any
discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

 1.14 Termination of Rights. The rights of any particular Holder to cause the Company to register securities under
Sections 1.3, 1.4 and 1.5 shall terminate with respect to such Holder upon the earlier of (i) five years following the consummation of a Qualified Public Offering, or (ii) when, after the Company’s first firm commitment
underwritten public offering of its Common Stock registered under the Securities Act, such Holder can sell all of its Registrable Securities within a three month period pursuant to Rule 144. 

  
 16 








 1.15 Limitations of Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the Holders of at least seventy percent (70%) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of
the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in
such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.3(a) or within 120 days after the effective date of any registration effected pursuant to Section 1.3. 

1.16 Foreign Registrations. Any registration of the Company’s shares of capital stock under the laws of any nation other than the
United States for purposes of making a public offering of the Company’s capital stock in such other nation and creating a public market for the Company’s capital stock in such other nation shall be subject to the express prior written
approval of the US Venture Partners IX, L.P., KPCB Holdings, Inc., PTV Sciences II, L.P. and Norwest Venture Partners XI, LP (collectively with its affiliates, “NVP”) or their affiliates which approval may be withheld in
their sole discretion, for any reason. 
 2. Right of First Refusal 

2.1 Right of First Refusal. 

(a) Right of First Refusal. Subject to the terms and conditions contained in this Section 2.1, the Company hereby grants to each
Investor who owns shares of Registrable Securities the right of first refusal to purchase such Investor’s Pro Rata Portion of any New Securities which the Company may, from time to time, propose to issue and sell. 

(b) Notice of Right. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written
notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue the same. Each Investor shall have 20 days from the date of delivery of any such notice to agree to purchase up to such
Investor’s Pro Rata Portion of such New Securities, for the price and upon the terms specified in the notice, by delivering written notice to the Company and stating therein the quantity of New Securities to be purchased. 

(c) Lapse and Reinstatement of Right. The Company shall have 90 days following the 20 day period described in Section 2.1(b) to
sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 30 days from the date of said agreement) to sell the New Securities with respect to which the Investors’ right of
first refusal was not exercised, at a price and upon terms no more favorable to the purchasers of such securities than specified in the Company’s notice. In the event the 

  
 17 








 
Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 90 day period (or sold and issued New Securities in accordance with the foregoing
within 30 days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Investors in the manner provided above. 

2.2 Assignment of Right of First Refusal. The right of first refusal granted hereunder may not be assigned or transferred, except that
such right is assignable (i) by each Investor to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Securities Act, controlling, controlled by, or under common control with, any such
Investor; or (ii) between and among any Investors. 
 2.3 Termination of Right of First Refusal. The right of first refusal
granted under Section 2.1 of this Agreement shall expire immediately prior to the earlier of: (a) the consummation of the IPO; or (b) the consummation of a Liquidation as defined in the Company’s Restated Certificate of
Incorporation. 
 3. Affirmative Covenants of the Company. The Company hereby covenants and agrees as follows: 

3.1 Detailed Financial Information. So long as an Investor holds at least 2,000,000 shares of Registrable Securities (as adjusted for
any stock splits, consolidations and the like) (a “Major Investor”), the Company will furnish to each Major Investor such following reports: 

(a) Within 30 days of the end of each calendar month, a monthly income statement, balance sheet, and cash flow statements signed by the
senior financial officer of the Company; 
 (b) Within 30 days at the end of each fiscal quarter, a quarterly income statement, balance
sheet, and cash flow statements signed by the senior financial officer of the Company; 
 (c) Within 180 days of fiscal year end, annual
financial statements certified by a nationally recognized accounting firm; 
 (d) No later than thirty (30) days prior the start of
each new fiscal year, a Board-approved budget and summary operating plan for the fiscal year; and 
 (e) As soon as practicable following
the end of each fiscal quarter, a summary capitalization table including all shares, option, warrant, and debt holders. 
 3.2 Company
Confidential Information. Each Investor agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 3. The Company shall not be required to comply with this
Section 3 in respect of any Investor whom the Board determines in good faith to be a competitor or an officer, employee, director, or greater than 10% stockholder of a competitor. 

  
 18 








 3.3 Inspection. The Company shall permit each Major Investor, at such Major
Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be
requested by such Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.3 to provide access to any information which it reasonably considers to be a trade secret or similar confidential
information. 
 3.4 Stock Option Vesting; Company Repurchase Rights. Unless otherwise approved by a majority of the Board, the
Company shall cause (i) all stock options granted during the term of this Agreement to vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with the remaining seventy-five
percent (75%) vesting in equal installments over the next three (3) years, (ii) all unvested shares acquired by an employee of the Company pursuant to a stock purchase plan or stock option plan to be subject to repurchase by the
Company upon such employee’s termination of employment with the Company at the price per share at which such shares were originally acquired by such employee and (iii) all unvested shares acquired by an employee pursuant to a stock
purchase plan or stock option plan to be non-transferrable by the holder thereof until fully vested. 
 3.5 Director and Officer
Insurance. The Company will use its best efforts to obtain and maintain in full force and effect director and officer liability insurance in an amount satisfactory to the Board of Directors. 

3.6 Right to Conduct Activities. The Company hereby agrees and acknowledges that NVP is a professional investment fund, and as such
invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under
applicable law, NVP shall not be liable to the Company for any claim arising out of, or based upon, (a) the investment by NVP in any entity competitive with the Company, or (b) actions taken by any partner, officer or other representative
of NVP to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided,
however that the foregoing shall not relieve (x) NVP or any party from liability associated with the willful misuse of the Company’s confidential information obtained pursuant to Section 3.2, or (ii) any director or officer
of the Company from any liability associated with his or her fiduciary duties to the Company. 
 3.7 Foreign Corrupt Practices Act
Enforcement Actions. The Company shall promptly notify NVP should the Company become aware of any Enforcement Action (as defined in the Purchase Agreement). 

3.8 Termination of Covenants. The covenants set forth in Sections 3.1, 3.3 and 3.4 shall terminate and be of no further force or effect
upon the earlier to occur of (a) the consummation of the IPO; (b) the consummation of a Liquidation as defined in the Company’s Restated Certificate of Incorporation; or (c) the date on which the Company is required to file
reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. 

  
 19 








 4. Miscellaneous. 

4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California without regard to choice of
laws or conflict of laws provisions thereof. 
 4.2 Successors and Assigns. Except as otherwise specifically set forth in this
Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement. 

4.3 Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof. 
 4.4 Notices, Etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or otherwise delivered by hand or by messenger or confirmed facsimile, addressed (a) if to an
Investor, at such Investor’s address set forth on the signature page of this Agreement, or at such other address as such Investor shall have furnished to the Company in writing, or (b) if to any other holder of any Shares, at such address
as such holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such Shares who has so furnished an address to the Company, or (c) if
to the Company, at its address set forth on the signature page of this Agreement addressed to the attention of the Corporate Secretary, or at such other address as the Company shall have furnished to the Investors. Unless specifically stated
otherwise, if notice is provided by mail, it shall be deemed to be delivered upon proper deposit in a mailbox, if notice is provided by facsimile, it shall be deemed to be delivered upon receipt by the sender of confirmation of facsimile
transmission, and if notice is delivered by hand or by messenger, it shall be deemed to be delivered upon actual delivery. 
 4.5 Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Investor upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of such party, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative. 

  
 20 








 4.6 Dispute Resolution Fees. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and disbursements in addition to any other relief to which such party may be entitled. 

4.7 Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile, each of
which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 

4.8 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms. 

4.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. 
 4.10 Amendment and Waiver. Any provision of this Agreement may be amended or waived
(either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and an Investor or Investors holding, in the aggregate, at least seventy percent (70%) of the outstanding shares of
the Registrable Securities provided, however that Sections 3.6 and 3.7 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of NVP. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each Investor and the Company. 
 4.11 Effect of Amendment or
Waiver. The Investors and their successors and assigns acknowledge that by the operation of Section 4.10 hereof Investors holding at least seventy percent (70%) of the outstanding Registrable Securities, acting in conjunction with the
Company, will have the right and power to diminish or eliminate any or all rights pursuant to this Agreement. 
 4.12 Aggregation of
Stock. All shares of Preferred Stock and Common Stock of the Company held or acquired by affiliated entities or persons shall be aggregated for the purpose of determining the availability of any rights under this Agreement. 

4.13 Exclusivity. In the event that the Company receives an unsolicited offer from a third party to consummate a transaction described
in Article IV, subsection B.2.(c)(ii-iii) of the Company’s Restated Certificate of Incorporation (an “Offer”), then, for a period of 30 days after receipt of the Offer, the Company will not agree to exclusively negotiate
with such third party. 
 4.14 Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety
and restated herein. All provisions of, rights granted in and 

  
 21 








 
covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first
refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement. 
 [THIS
SPACE LEFT BLANK INTENTIONALLY] 

  
 22 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

  

			
	COMPANY:
	
	INTERSECT ENT, INC.
		
	By:	 	 /s/ Lisa D. Earnhardt

		 	Lisa D. Earnhardt
		 	President and Chief Executive Officer



  
 SERIES D
PREFERRED STOCK FINANCING 
 AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 SIGNATURE PAGE 








 
			
	INVESTOR:
	
	U.S. VENTURE PARTNERS IX, L.P.
		
	By:	 	Presidio Management Group IX, L.L.C.
	Its:	 	General Partner
		
	By:	 	 /s/ Michael P. Maher

		 	Michael P. Maher
	Its:	 	Attorney-In-Fact


 
			
		
	Address:	 	2735 Sand Hill Road
		 	Menlo Park, CA 94025
		 	Attn: Chief Financial Officer
		 	deals@usvp.com



  
 SERIES D
PREFERRED STOCK FINANCING 
 AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 SIGNATURE PAGE 








 
			
	INVESTOR:
	
	KPCB HOLDING, INC., AS NOMINEE
		
	By:	 	 /s/ Susan Biglieri

		 	Susan Biglieri


 
			
		
	Address:	 	2750 Sand Hill Road
		 	Menlo Park CA 94025



  
 SERIES D
PREFERRED STOCK FINANCING 
 AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 SIGNATURE PAGE 








 
			
	INVESTOR:
	
	Norwest Venture Partners XI, LP
	By:	 	Genesis VC Partners XI, LLC, General Partner
		
	By:	 	NVP Associates, LLC,
		 	Managing Member
		
	By:	 	 /s/ Casper de Clercq

		 	Casper de Clercq


 
			
		
	Address:	 	 525 University Avenue, Suite 800

		 	 Palo Alto, CA 94301-1922

		 	 Attn: General Counsel




  
 SERIES D
PREFERRED STOCK FINANCING 
 AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 SIGNATURE PAGE 








 
			
	INVESTOR:
	
	PTV SCIENCES II, L.P.
		
	By:	 	Pinto Technology Ventures GP II, L.P.
	Its:	 	General Partner
		
	By:	 	Pinto TV GP Company, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Rick D. Anderson

		 	Rick D. Anderson
		 	Managing Director


 
			
		
	Address:	 	3600 N. Capital of Texas Hwy
		 	Building B, Suite 245
		 	Austin, TX 78746



  
 SERIES D
PREFERRED STOCK FINANCING 
 AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 SIGNATURE PAGE 








 
			
	INVESTORS:
	
	DAG VENTURES III-QP, L.P.
		
	By:	 	DAG Ventures Management III, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ John Cadeddu

		 	John Cadeddu, Managing Director


 
			
		
	Address:	 	251 Lytton Avenue, Suite 200
		 	Palo Alto, CA 94301


 
			
	
	DAG VENTURES III, L.P.
		
	By:	 	DAG Ventures Management III, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ John Cadeddu

		 	John Cadeddu, Managing Director


 
			
		
	Address:	 	251 Lytton Avenue, Suite 200
		 	Palo Alto, CA 94301


 
			
	
	DAG VENTURES GP FUND III, LLC
		
	By:	 	DAG Ventures Management III, LLC
	Its:	 	Managing Member
		
	By:	 	 /s/ John Cadeddu

		 	John Cadeddu, Managing Director


 
			
		
	Address:	 	251 Lytton Avenue, Suite 200
		 	Palo Alto, CA 94301



  
 SERIES D
PREFERRED STOCK FINANCING 
 AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 SIGNATURE PAGE 








 
			
	INVESTORS:
	
	FREDERIC H. MOLL
	
	 /s/ Frederic H. Moll

	Signature


 
			
		
	Address:	 	 3746 Clay Street

		 	San Francisco, CA 94118
	  



 
			
	
	THE DUANE FAMILY TRUST
		
	By:	 	 /s/ Jon R. Duane

		 	Jon R. Duane, Trustee


 
			
		
	Address:	 	149 Selby Lane
		 	Atherton, CA 94027
	
	DAVID W. GRYSKA
	
	 /s/ David W. Gryska

	Signature
		
	Address:	 	27 Tehama
		 	Carmel, CA 93923



  
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	INVESTORS:
	
	CASILLI FAMILY HOLDINGS
		
	By:	 	 /s/ Gerald S. Casilli

		 	Gerald S. Casilli, Managing Partner


 
			
		
	Address:	 	2905 Woodside Road
		 	Woodside, CA 95006
		 	Attn: Gerald S. Casilli


 
			
	
	CASILLI INVESTMENT PARTNERS
		
	By:	 	 /s/ Gerald S. Casilli

		 	Gerald S. Casilli, Partner


 
			
		
	Address:	 	2905 Woodside Road
		 	Woodside, CA 95006
		 	Attn: Gerald S. Casilli


 
			
	
	CASILLI REVOCABLE TRUST
		
	By:	 	 /s/ Gerald S. Casilli

		 	Gerald S. Casilli, Trustee


 
			
		
	Address:	 	2905 Woodside Road
		 	Woodside, CA 95006
		 	Attn: Gerald S. Casilli



  
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	INVESTORS:
	
	CHEYENNE SINEXUS PARTNERS, L.P.
		
	By:	 	 /s/ Gregory F. Eaton

		 	Gregory F. Eaton
		 	Managing Director


 
			
		
	Address:	 	2995 Woodside Road, Suite 400
		 	Woodside, CA 94062
	
	GREGORY F. EATON
	
	 /s/ Gregory F. Eaton

	Signature
		
	Address:	 	c/o Cheyenne Partners
		 	2995 Woodside Road, Suite 400
		 	Woodside, CA 94062


 
			
	
	HARMONY PARTNERS FUND I, L.P.
	BY: HARMONY PARTNERS I, LLC
	ITS: GENERAL PARTNER
		
	By:	 	 /s/ Gregory F. Eaton

	Name:	 	Gregory Eaton, Managing Director


 
			
		
	Address:	 	Suite 240
		 	2200 Sand Hill Road
		 	Menlo Park, CA 94025



  
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	INVESTORS:
	
	ESTATE OF RICHARD BREWER
	
	 /s/ Julie Brewer

	Signature	 	
		
	Address:	 	5 Bird Hill Lane
		 	Santa Cruz, CA 95060
	
	GARY KREMEN
	
	  

	Signature	 	
		
	Address:	 	1259 El Camino Real, Suite 500
		 	Menlo Park, CA 94025
	
	STEPHEN P. MOORE AND LAURIE D. MOORE
	TRUST DATED 5/17/02
	
	 /s/ Stephen P. Moore

	Signature	 	
		
	Address:	 	1485 Kingwood Drive
		 	Hillsborough, CA 94010
	
	JOHN OSTERWEIS, TRUSTEE FOR THE
	OSTERWEIS REVOCABLE TRUST
	U/A DATED 9/13/93
	
	  

	Signature	 	
		
	Address:	 	c/o Osterweis Capital Management
		 	One Maritime Plaza, Suite 800
		 	San Francisco, CA 94111



  
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	INVESTOR:
	
	W. JOHN NICHOLSON & CYNTHIA NICHOLSON
	2001 CRT
		
	By:	 	  

		 	W. John Nicholson, Trustee


 
			
		
	Address:	 	P.O. Box 620312
		 	Woodside, CA 94062



  
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	INVESTOR:
	
	THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY
(DAPER I)
		
	By:	 	 /s/ Martina S. Poquet

		 	Martina S. Poquet,
		 	Managing Director – Separate Investments


 
			
		
	Address:	 	Stanford Management Company
		 	Attn: Jeffrey Sefa-Boakye
		 	635 Knight Way
		 	Stanford, CA 94305-7297



  
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	INVESTOR:
	
	MEDTRONIC, INC.
		
	By:	 	 /s/ Chadwick M. Cornell

		
	Name:	 	 Chadwick M. Cornell

		
	Title:	 	 VP, Corporate Development





			
		
	Address:	 	 710 Medtronic Parkway

		 	Minneapolis, MN 55432
	  




  
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	INVESTORS:
	
	SVB FINANCIAL GROUP
		
	By:	 	  



 
			
		
	Print Name:	 	  



 
			
		
	Title:	 	  



 
			
		
	Address:	 	  

	
	  





			
	
	PINNACLE VENTURES II EQUITY HOLDINGS, L.L.C.


 
			
		
	By:	 	  



 
			
		
	Print Name:	 	  



 
			
		
	Title:	 	  



 
			
		
	Address:	 	  

	
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Robert Binney

		
	Name:	 	 Robert Binney

		
	Title:	 	 VP, Sales



 
			
		
	Address:	 	 4235 Iron Duke Ct.

		 	Duluth, GA 30097
	  




  
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	INVESTOR:
		
	By:	 	 /s/ David J. Christopher

		
	Name:	 	 David J. Christopher

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 139 Valley View Rd.

		 	New Hartford, NY 13413
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Monika De Martini

		
	Name:	 	 David P. and Monika A. De Martini

	 Living Trust, dtd 11/16/04

		
	Title:	 	 Trustee (Intesect ENT CFO)





			
		
	Address:	 	 505 Broughton Lane

		 	Foster City, CA 94404
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Nicholas J. Freeman

		
	Name:	 	 Nicholas J. Freeman

		
	Title:	 	 Regional Sales Manager





			
		
	Address:	 	 2642 W. Cortez, #1

		 	Chicago, IL 60622
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Matthew A. Gelfman

		
	Name:	 	 Matthew A. Gelfman

		
	Title:	 	 NYC TM



 
			
		
	Address:	 	 18 Cedar Drive East

		 	Old Bethpage, NY 11804
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Louis J. Groza

		
	Name:	 	 Louis J. Groza

		
	Title:	 	 Sales



 
			
		
	Address:	 	 2685 Henthorn Rd

		 	Columbus, OH 43221
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Richard Kaufman

		
	Name:	 	 Richard Kaufman

		
	Title:	 	 C.O.O. Intersect ENT





			
		
	Address:	 	 80 Old Orchard Road

		 	Los Gatos, CA 95033
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Michelle Kirrene

		
	Name:	 	 Michelle Kirrene

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 655 5th Street, #13

		 	San Francisco, CA 94107
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Daniel Madara

		
	Name:	 	 Daniel Madara

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 806 Standish Avenue

		 	Westfield, NJ 07090
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Brandon Pardon

		
	Name:	 	 Brandon Pardon

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 3719 Kalanchoe Pl

		 	Wesley Chapel, FL 33544
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Clayton Garrett Perry

		
	Name:	 	 Clayton Garrett Perry

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 8610 Cabron Ave

		 	Dallas, TX 75209
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Stephen B. Shreiner

		
	Name:	 	 Stephen B. Shreiner

		
	Title:	 	 Regional Sales Manager





			
		
	Address:	 	 9328 Chiswell Road

		 	Dallas, TX 75238
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Brian Stenger

		
	Name:	 	 Brian Stenger

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 4222 N. 34th Pl

		 	Phoenix, AZ 85018
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Maureen Swink

		
	Name:	 	 Maureen Swink

		
	Title:	 	 Territory Manager



 

			
		
	Address:	 	 18416 Harbor Light Blvd

		 	Cornelius, NC 28031
	  




  
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	INVESTOR:
		
	By:	 	 /s/ David M. Tompkins

		
	Name:	 	 David M. Tompkins

		
	Title:	 	 Sales



 
			
		
	Address:	 	 1409 E. 35th Place

		 	Tulsa, OK 74105
	  




  
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	INVESTOR:
		
	By:	 	 /s/ Amy Wolbeck

		
	Name:	 	 Amy Wolbeck

		
	Title:	 	 Intersect ENT VP, RA/QA





			
		
	Address:	 	 4913 Kinsington Court

		 	Santa Rosa, CA 95405
	  




  
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 EXHIBIT A 

INVESTORS 
 Norwest Venture
Partners XI, LP 
 U.S. Venture Partners IX, L.P. 

KPCB Holdings, Inc., as nominee 

PTV Sciences II, L.P. 
 DAG
Ventures III-QP, L.P. 
 DAG Ventures III, L.P. 

DAG Ventures GP Fund III, LLC 

Medtronic, Inc. 
 Frederic H. Moll

 Duane Family Trust, Jon R. Duane, Trustee 

Casilli Family Holdings 
 Casilli
Investment Partners 
 Casilli Revocable Trust 

The Board of Trustees of the Leland Stanford Junior University (DAPER I) 

Cheyenne Sinexus Partners, L.P. 

W. John Nicholson & Cynthia Nicholson 2001 CRT 

David W. Gryska 
 Richard B.
Brewer 
 Gregory F. Eaton 

Harmony Partners Fund I, L.P. 

Gary Kremen 
 Steve Moore 

John Osterweis 
 John Osterweis,
Trustee for the Osterweis Revocable Trust u/a dated 9/13/93 
 SVB Financial Group 

Pinnacle Ventures II Equity Holdings, L.L.C. 

  
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 EXHIBIT A 








 Robert H. Binney 

David J. Christopher 
 David P and
Monika A De Martini Living Trust dated 11/16/2004 
 Nicholas J. Freeman 

Matthew A. Gelfman 
 Louis J.
Groza 
 Richard Kaufman 

Michelle Kirrene 
 Daniel Madara

 Brandon Pardon 
 Clayton G.
Perry 
 Stephen B. Shreiner 

Brian R. Stenger 
 Maureen Swink

 David M. Tompkins 
 Amy
Wolbeck 

  
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 EXHIBIT A