EX-4.2




 Exhibit 4.2 

EVERSPIN TECHNOLOGIES, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 TABLE OF CONTENTS 

 

									
	 	 	 	    	 	  	Page	 
	 1.
	 	General	  	 	1	  
				
		 	1.1  	    	 Amendment and Restatement of Prior Agreement
	  	 	1	  
		 	1.2  	    	 Definitions
	  	 	2	  
			
	 2.
	 	Registration Rights	  	 	5	  
				
		 	2.1  	    	 Demand Registration
	  	 	5	  
		 	2.2  	    	 Company Registration
	  	 	6	  
		 	2.3  	    	 Underwriting Requirements
	  	 	7	  
		 	2.4  	    	 Obligations of the Company
	  	 	8	  
		 	2.5  	    	 Furnish Information
	  	 	9	  
		 	2.6  	    	 Expenses of Registration
	  	 	9	  
		 	2.7  	    	 Delay of Registration
	  	 	10	  
		 	2.8  	    	 Indemnification
	  	 	10	  
		 	2.9  	    	 Reports Under Exchange Act
	  	 	12	  
		 	2.10	    	 Limitations on Subsequent Registration Rights
	  	 	13	  
		 	2.11	    	 “Market Stand-off” Agreement
	  	 	13	  
		 	2.12	    	 Restrictions on Transfer
	  	 	14	  
		 	2.13	    	 Termination of Registration Rights
	  	 	15	  
			
	 3.
	 	Information and Observer Rights	  	 	16	  
				
		 	3.1  	    	 Delivery of Financial Statements
	  	 	16	  
		 	3.2  	    	 Inspection
	  	 	16	  
		 	3.3  	    	 Observer Rights
	  	 	17	  
		 	3.4  	    	 Termination of Information and Observer Rights
	  	 	17	  
		 	3.5  	    	 Confidentiality
	  	 	18	  
			
	 4.
	 	Rights to Future Stock Issuances	  	 	18	  
				
		 	4.1  	    	 Right of First Offer
	  	 	18	  
		 	4.2  	    	 Termination
	  	 	19	  
			
	 5.
	 	Additional Covenants	  	 	20	  
				
		 	5.1  	    	 Insurance
	  	 	20	  
		 	5.2  	    	 Employee Agreements
	  	 	20	  
		 	5.3  	    	 Employee Stock
	  	 	20	  
		 	5.4  	    	 Matters Requiring Investor Director Approval
	  	 	20	  
		 	5.5  	    	 Matters Requiring Key Holder Approval
	  	 	21	  
		 	5.6  	    	 Board Matters
	  	 	21	  
		 	5.7  	    	 Successor Indemnification
	  	 	22	  
		 	5.8  	    	 Initial Balance Sheet
	  	 	22	  
		 	5.9  	    	 Cash Management Policy
	  	 	22	  
		 	5.10	    	 Compliance with SBA/SBIC Requirements
	  	 	22	  


  
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		 	5.11	    	 SBA/SBIC Inspection
	  	 	22	  
		 	5.12	    	 Termination of Covenants
	  	 	23	  
			
	 6.
	 	Miscellaneous	  	 	23	  
				
		 	6.1  	    	 Successors and Assigns
	  	 	23	  
		 	6.2  	    	 Governing Law
	  	 	23	  
		 	6.3  	    	 Counterparts; Facsimile
	  	 	23	  
		 	6.4  	    	 Titles and Subtitles
	  	 	23	  
		 	6.5  	    	 Notices
	  	 	24	  
		 	6.6  	    	 Amendments and Waivers
	  	 	24	  
		 	6.7  	    	 Severability
	  	 	24	  
		 	6.8  	    	 Aggregation of Stock
	  	 	25	  
		 	6.9  	    	 Additional Investors
	  	 	25	  
		 	6.10	    	 Entire Agreement
	  	 	25	  
		 	6.11	    	 Dispute Resolution
	  	 	25	  
		 	6.12	    	 Delays or Omissions
	  	 	25	  
			
	 Schedule A
	    	 -        Investors
	  			


  
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 EVERSPIN TECHNOLOGIES, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of this 21st day October, 2014, by and among Everspin Technologies, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an
“Investor,” and collectively, the “Investors”), Freescale Semiconductor, Inc. (the “Key Holder”), and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this
Agreement in accordance with Section 6.9 hereof. 
 RECITALS 

WHEREAS, certain of the Investors are purchasing shares of the Company’s Series B Preferred Stock (the “Series B
Stock”), pursuant to that certain Series B 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”) and shares of the Company’s Series B Stock; 
 WHEREAS, the Prior Investors and the
Company are parties to an Investor Rights Agreement dated July 17, 2013 (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, the parties hereby agree as follows: 

1. General 
 1.1
Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the parties required
for an amendment pursuant to Section 6.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and 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. 

  
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 1.2 Definitions. For purposes of this Agreement: 

(a) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more
general partners or managing members of, or shares the same management company with, such Person. 
 (b) “Certificate of
Incorporation” means the Company’s Amended and Restated Certificate of Incorporation as such may be amended from time to time. 

(c) “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share. 

(d) “Damages” means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the
Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act,
any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 

(e) “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each
case, directly or indirectly), Common Stock, including options and warrants. 
 (f) “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 (g) “Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145
transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (iv) a registration
related to an IPO; or (v) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

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

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

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

(k) “Holder” means any holder of Registrable Securities, including the Key Holder, who is a party to this Agreement or any
assignee of the rights granted in this Agreement pursuant to Section 6.1 herein. 
 (l) “Immediate Family Member”
means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to
herein. 
 (m) “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this
Agreement. 
 (n) “IPO” means the Company’s first firm commitment underwritten public offering of its Common Stock
under the Securities Act. 
 (o) “Key Holder Registrable Securities” means (i) the 14,500,000 shares of Common Stock
held by the Key Holder, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend, stock split, combination, other recapitalization or other
distribution with respect to, or in exchange for or in replacement of such shares. 
 (p) “Major Investor” means any
Investor that, individually or together with such Investor’s Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification
effected after the date hereof). 
 (q) “New Securities” means, collectively, equity securities of the Company, whether or
not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

(r) “Person” means any natural person, corporation, partnership, trust, limited liability company, association or other
entity. 
 (s) “Preferred Stock” means shares of the Company’s Series A Stock and Series B Stock. 

  
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 (t) “Registrable Securities” means (i) the Common Stock issuable or issued
upon conversion of the Shares; (ii) shares of Common Stock issued as part of the Units (as defined in that certain Preferred Stock Unit Purchase Agreement, dated July 17, 2013 by and among the Company and certain of the Prior Investors);
(iii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; (iv) the Key Holder
Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Sections 2.1(a), 2.1(b),
2.10 and 6.6 and; and (v) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or
in replacement of, the shares referenced in clauses (i) and (iii) above; excluding in all cases, however, (i) any Registrable Securities sold by a Person in a transaction in which the applicable rights under this
Agreement are not assigned pursuant to Section 6.1 and (ii) any shares which may be sold under SEC Rule 144 without limitation as to amount; and excluding for purposes of Section 2 any shares for which registration
rights have terminated pursuant to Section 2.13 of this Agreement. 
 (u) “Registrable Securities then
outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then
exercisable and/or convertible securities that are Registrable Securities. 
 (v) “Restricted Securities” means the
securities of the Company required to bear the legend set forth in Section 2.12(b) hereof. 
 (w) “SEC” means
the Securities and Exchange Commission. 
 (x) “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities
Act. 
 (y) “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

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

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

(bb) “Series A Director” means any director of the Company that the holders of record of the Series A Stock are
entitled to elect pursuant to the Company’s Certificate of Incorporation. 
 (cc) “Shares” means shares of the
Company’s Preferred Stock held from time to time by the Investors listed on Schedule A attached hereto. 

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

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the IPO, the Company receives a request from Holders of seventy-five percent (75%) of
the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate
offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders, other than
the Initiating Holders, and the Key Holder; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the
Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders and the Key Holder, as specified
by notice given by each such Holder or Key Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. 

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request
from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $10 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders, other than the Initiating Holders, and the Key
Holder; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable
Securities requested to be included in such registration by any other Holders and the Key Holder, as specified by notice given by each such Holder or Key Holder to the Company within twenty (20) days of the date the Demand Notice is given, and
in each case, subject to the limitations of Section 2.1(c) and Section 2.3. 
 (c) Notwithstanding the foregoing
obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s
Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain
effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the
Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act or other applicable federal or state laws, or rules and regulations
promulgated thereunder, that regulate the business and affairs of the Company, then the Company shall have 

  
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the right to defer taking action with respect to such filing, and any time periods with respect to filing thereof shall be tolled correspondingly, for a period of not more than one hundred twenty
(120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not
initiate the registration of any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period other than an Excluded Registration. 

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a)
(i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated
registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to
Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company
shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (i) during the period that is forty-five (45) days before the Company’s good faith estimate of the date of
filing of, and ending on a date that is one hundred twenty (120) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such
registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration
shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for
such registration, elect not to pay the registration and related fees and expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall
be counted as “effected” for purposes of this Section 2.1(d).  
 2.2 Company Registration. At any time after
the consummation of an IPO, if the Company determines to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock or other securities under the Securities Act in
connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within
twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in
such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable
Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6. 

  
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 2.3 Underwriting Requirements. 

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request
by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the
Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall
(together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3,
if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that
otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as
nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by
the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the
underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. 
 (b) In connection with any offering
involving an underwriting of shares of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept
the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total
number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion
determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included
in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such
selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. For purposes of the provision in this
Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or
the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the 

  
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foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number
of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 
 2.4
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred
twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time
equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable
Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold, provided that SEC Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that 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 (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) 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 (I) and (II) above to be contained in periodic reports
filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; 
 (b) prepare and file with the SEC such
amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by
such registration statement; 
 (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary
prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

  
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 (e) in the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; 
 (f) use its commercially
reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities
issued by the Company are then listed; 
 (g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to
this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; 

(h) promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such
registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the
Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy
of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 
 (i) notify each
selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 

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

(a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect
to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably
required to effect the registration of such Holder’s Registrable Securities. 
 (b) The Company shall have no obligation with respect
to any registration requested pursuant to Section 2.1 if, due to the operation of subsection 2.5(a), the number of shares 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 subsection 2.1(a) or subsection 2.1(b), whichever is
applicable. 
 2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations,
filings, or qualifications pursuant to Section 2, 

  
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including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company in its capacity as counsel to selling Holders
hereunder, provided that if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements, not to exceed $25,000, of one counsel for the selling Holders selected by them (“Selling
Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that
were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may
be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and
have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a)
or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered
on their behalf. 
 2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

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

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

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

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

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party
otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be 

  
 11 









 
required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate
losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in
connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no
Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a
Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any
Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 
 (e) 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. 
 (f) Unless otherwise superseded by an underwriting agreement entered into in connection
with the underwritten public offering, the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and
otherwise shall survive the termination of this Agreement. 
 2.9 Reports Under Exchange Act. With a view to making available to the
Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall: 
 (a) make and keep available adequate current public information, as those
terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; 

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); 

  
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 (c) take such action, including the voluntary registration of its Common Stock under
Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of the Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first
registration statement filed by the Company for the offering of its securities to the general public is declared effective; and 
 (d)
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any
time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without
registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior
written consent of the Holders of at least 75% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder
(i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will
not reduce the number of the Registrable Securities of the Holders that are included; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9.

 2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not,
without the prior written consent of the managing underwriter, during the period commencing on the date of the first sale to the public pursuant to the final prospectus relating to the registration by the Company of shares of its Common Stock or any
other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the
case of the IPO, which period may be extended upon the request of the managing underwriter, to the extent required by any FINRA rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or
other public release within fifteen (15) days of the expiration of the 180-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any
option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such
shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in 

  
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part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock
or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be
applicable to the Holders only if the Company’s officers and directors are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of
this Section 2.11 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the
underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. 

2.12 Restrictions on Transfer. 

(a) The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue
stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities
Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this
Agreement. 
 (b) Each certificate or instrument representing (i) the Registrable Securities, and (ii) any other securities
issued in respect of the securities referenced in clause (i), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be
stamped or otherwise imprinted with a legend substantially in the following form(s): 
 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making a notation in its records and giving instructions
to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 

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

2.13 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any
registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of: 
 (a) the
closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation; 
 (b) when all of such
Holder’s Registrable Securities could be sold without restriction under SEC Rule 144; and 
 (c) the third anniversary of the date of
the IPO. 

  
 15 









 3. Information and Observer Rights. 

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor (provided that the Board of Directors has not
reasonably determined that such Major Investor is a competitor of the Company; provided that GLOBALFOUNDRIES Inc. shall not be deemed a competitor of the Company for purposes of this Section) and the Key Holder: 

(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, (i) a
balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP consistently applied
and certified by independent public accountants of nationally recognized standing selected by the Company; 
 (b) as soon as practicable,
but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet as
of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in
accordance with GAAP); 
 (c) as soon as practicable, but in any event within thirty (30) days after the end of each of the first
three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the
period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and
stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors and the Key Holder to calculate their respective percentage equity ownership in the Company, and certified by the chief
financial officer or chief executive officer of the Company as being true, complete, and correct; and 
 (d) as soon as practicable, but in
any event forty-five (45) days before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and
statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company. 
 If, for any period,
the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial
statements of the Company and all such consolidated subsidiaries. 
 Notwithstanding anything else in this Section 3.1 to the contrary, the
Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it
reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the
Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. 
 3.2
Inspection. The Company shall permit (i) each Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a 

  
 16 









 
competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s
affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor with reasonable advance notice and (ii) the Key Holder, at such Key Holder’s expense, to
examine the Company’s books of account and records, during normal business hours of the Company as may be reasonably requested by the Key Holder with reasonable advance notice; provided, however, that the Company shall not be obligated
pursuant to this Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, which at such
time has either been agreed to previously or is in a form reasonably acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel; provided, further, with
regard to the Key Holder’s rights to inspect the Company’s books of account and records under this Section 3.2, that the Company may redact any non-public and competitive information from such materials. 

3.3 Observer Rights. As long as (i) a Major Investor (other than GLOBALFOUNDRIES Inc.) or Key Holder owns not less than five
percent (5%) of the shares of the then outstanding Common Stock of the Company (including shares of Common Stock issuable, directly or indirectly, upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative
Securities then outstanding), and (ii) GLOBALFOUNDRIES Inc. owns not less than 3,500,000 shares of Common Stock of the Company (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected
after the date hereof) (including shares of Common Stock issuable, directly or indirectly, upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then outstanding), the Company shall invite a
representative of such Major Investor, Key Holder or GLOBALFOUNDRIES Inc., as applicable, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices,
minutes, consents, and other materials that it provides to its directors at the same time it provides such information to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a
fiduciary manner with respect to all information so provided; provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such
information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or Key Holder, as applicable,
or their representative is a competitor of the Company; provided further, that the board observer of the Key Holder may be recused from any discussion in which the Key Holder’s interests as a stockholder may be in conflict with its
strategic interests as a customer, manufacturing partner, or sales channel. 
 3.4 Termination of Information and Observer Rights.
The covenants set forth in Section 3.1, Section 3.2, and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first
becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event
occurs first. 

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

4.1 Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the
Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor and the Key Holder. Each Major Investor and the Key Holder shall be entitled to apportion the right of first offer hereby
granted to it among itself and its Affiliates in such proportions as it deems appropriate. 
 (a) The Company shall give notice (the
“Offer Notice”) to each Major Investor and the Key Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any,
upon which it proposes to offer such New Securities. 
 (b) By notification to the Company within twenty (20) days after the Offer
Notice is given, each Major Investor and the Key Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the shares of
Common Stock issued and held, or shares of Common Stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor or Key Holder, as
applicable, bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such twenty (20) day period, the
Company shall promptly notify each Major Investor and the Key Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s or the Key Holder’s
failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares


  
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specified above, up to its pro rata portion of the New Securities for which Major Investors and the Key Holder were entitled to subscribe but that were not subscribed for by the Major Investors
or Key Holder, as applicable, which pro rata portion is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative
Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then
held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the
Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). 
 (c) If all New Securities
referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the thirty (30) day period following the expiration of the periods provided in
Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the
Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived
and such New Securities shall not be offered unless first reoffered to the Major Investors and the Key Holder in accordance with this Section 4.1. 

(d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the
Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series B Stock to Additional Purchasers pursuant to Section 1.3 of the Purchase Agreement.

 (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.1, the
Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty
(20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth in
Section 4.1(b) before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors. 

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

  
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 5. Additional Covenants. 

5.1 Insurance. The Company shall use its commercially reasonable efforts to obtain, within ninety (90) days of the date hereof,
from financially sound and reputable insurers Directors and Officers liability insurance, in an amount and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable efforts to cause such insurance policy to
be maintained until such time as the Board of Directors determines that such insurance should be discontinued. The Directors and Officers liability insurance policy shall not be cancelable by the Company without prior approval by the Board of
Directors. 
 5.2 Employee Agreements. The Company will causeeach person now or hereafter employed by it or by any subsidiary (or
engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement. In addition, the Company shall
not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors. 

5.3 Employee Stock. Unless otherwise approved by the Board of Directors, including at least one Series A Director, all future employees
and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable,
providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in
equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Section 2.11. In addition, unless otherwise approved by the Board of Directors,
including at least one Series A Director, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment
of a holder of restricted stock. 
 5.4 Matters Requiring Investor Director Approval. So long as the holders of Series A Stock are
entitled to elect a Series A Director, the Company hereby covenants and agrees with each of the Investors that it shall not after the date hereof, without approval of the Board of Directors, which approval must include the affirmative vote of a
majority of the Series A Directors: 
 (a) grant a security interest to any third party to secure any indebtedness or other obligations of
Company; 
 (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or
other corporation, partnership, or other entity unless it is wholly owned by the Company; 
 (c) guarantee, directly or indirectly, or
permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; 

  
 20 









 (d) make any investment other than investments in prime commercial paper, money market funds,
certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of one year; 

(e) otherwise enter into or be a party to any transaction, including loans, with any director, officer, or employee of the Company or any
“associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions set forth in or contemplated by this Agreement, the Purchase Agreement or transactions made in the ordinary course of
business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; 

(f) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive
officers; 
 (g) change the principal business of the Company, enter new lines of business, or exit the current line of business; 

(h) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary
course of business. 
 5.5 Matters Requiring Key Holder Approval. So long as the Key Holder holds at least 10,000,000 shares of
Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the
date hereof), the Company hereby covenants and agrees with the Key Holder that it shall not (whether by merger, sale, consolidation or otherwise), without approval of the Key Holder: 

(a) alter or change the rights, preferences or privileges of any series or class of capital stock held by the Key Holder in a discriminatory
way relative to other classes of stock not held by the Key Holder; 
 (b) amend or waive any provision of the Certificate of Incorporation
or Bylaws that affects any class or series of capital stock held by the Key Holder in a discriminatory way relative to other classes of stock not held by the Key Holder; 

(c) form or capitalize any subsidiary, except for a wholly-owned subsidiary, or a strategic joint venture without the unanimous approval of
the independent members of the Board of Directors; or 
 (d) enter into any transactions (or series of transactions), including loans,
with, or make any payment to, or enter into any agreement which would obligate the Company to make any payment or grant any benefit to, any officer, director, shareholder or other affiliate of the Company, or of any Investor or any of the foregoing
that would represent a conflict of interest without the unanimous approval of the independent members of the Board of Directors. 
 5.6
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least monthly in accordance with 

  
 21 









 
an agreed-upon schedule. The Company shall reimburse the directors and board observers invited pursuant to Section 3.3 for all reasonable out-of-pocket travel expenses incurred
(consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. Each committee of the Board of Directors, if any, shall include at least one Series A Director. 

5.7 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person
and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with
respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may
be. 
 5.8 Initial Balance Sheet. The Company shall use its commercially reasonable efforts, within sixty (60) days of the date
hereof, to prepare and deliver to each Investor and the Key Holder, an opening balance sheet dated as of the date hereof. 
 5.9 Cash
Management Policy. The Company shall establish a cash management policy acceptable to the Board of Directors, including at least one Series A Director, within 45 days of the date hereof. 

5.10 Compliance with SBA/SBIC Requirements. The Company shall cooperate with the Investors to make timely filing of any reports
required by the U.S. Small Business Administration (the “SBA”), including such financial statements, plans of operation (including intended use of financing proceeds), cash flow analysis and projections as are necessary to support
the Investors’ investment decisions, provided that the Investors shall take all commercially reasonable actions as shall be permissible or available to maintain the confidentiality of such information. Company shall accommodate the Investors in
conducting a reasonable post-closing review to confirm that Company’s use of proceeds is in accordance with the transactions contemplated hereby within 90 days of the closing. The Company covenants that the proceeds of the transaction
contemplated hereby will not be diverted from their reported uses in any material diversion and shall constitute a violation of this covenant under this Agreement, giving the Investors the right to demand immediate rescission of the investment made
hereby. The Company shall deliver to the Investors at the request of the Investors completed (as to information to be provided by Company) forms required by the SBA including (a) SBA Form 480 Size Status Declaration, (b) SBA Form 652
Assurance of Compliance for Nondiscrimination, and (c) SBA Form 1031 Portfolio Financing Report. 
 5.11 SBA/SBIC Inspection.
The Company shall permit each Investor which is a licensed Small Business Investment Company (an “SBIC Investor”) and the SBA, with proper notification from such parties, at such parties’ expense, to visit and inspect
Company’s properties, to examine its books of account and records and to discuss Company’s affairs, finance and accounts with its officers, all at such reasonable times as may be requested by such parties; provided, however, that
Company shall not be obligated pursuant to this paragraph to provide access to any information which the Company considers to be a trade secret or confidential information. 

  
 22 









 5.12 Termination of Covenants. The covenants set forth in this Section 5,
except for Section 5.7, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of
Section 12(g) or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first. 

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

6.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts of law. 
 6.3 Counterparts; Facsimile. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

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

  
 23 









 6.5 Notices. All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal
business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or
(iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the
respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or
address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, a copy shall also be sent to Cooley LLP, Five Palo Alto Square, 3000 El Camino Real, Palo Alto, CA 94306,
Attn: Matthew B. Hemington. 
 6.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of at least 75% of the Registrable Securities then outstanding;
provided that the Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object in writing within 10 days after notification of a proposed assignment allegedly in violation of
Section 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing,
this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors
in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding
the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). Further, this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way which would
adversely affect the rights of the Key Holder hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the Investors hereunder, without also the written consent of the Key Holder. The Company
shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this
Section 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 
 6.7 Severability. In case
any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and
such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 

  
 24 









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

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

6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and
agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. 

6.11 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and
state courts located within the geographic boundaries of the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of the State of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in
an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s
fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in any court of the State of
Delaware having subject matter jurisdiction. 
 6.12 Delays or Omissions. No delay or omission to exercise any right, power, or
remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a
waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

[Remainder of Page Intentionally Left Blank] 

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

  

			
		 	 COMPANY:
  

EVERSPIN TECHNOLOGIES, INC.

		
	By:	 	 /s/ Phillip LoPresti

	Name:	 	Phillip LoPresti
	Title:	 	Chief Executive Officer
		
		 	Address: 1347 N. Alma School Road
		 	                Suite 220
		 	                Chandler, Arizona 85224



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTORS:
	
	NV PARTNERS IV LP
		
	By:	 	NVPG IV LLC, its general partner
		
	By:	 	 /s/ Stephen Socolof

	Name:	 	Stephen Socolof
	Title:	 	Managing Member
	
	NV PARTNERS IV-C LP
		
	By:	 	NVPG IV LLC, its general partner
		
	By:	 	 /s/ Stephen Socolof

	Name:	 	Stephen Socolof
	Title:	 	Managing Member



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTORS:
	
	SIGMA PARTNERS 8, L.P.
		
	By:	 	Sigma Management 8, L.L.C.
	Its:	 	General Partner
		
	By:	 	 /s/ Gregory C. Gretsch

	Its:	 	Managing Director
	
	SIGMA ASSOCIATES 8, L.P.
		
	By:	 	Sigma Management 8, L.L.C.
	Its:	 	General Partner
		
	By:	 	 /s/ Gregory C. Gretsch

	Its:	 	Managing Director
	
	SIGMA INVESTORS 8, L.P.
		
	By:	 	Sigma Management 8, L.L.C.
	Its:	 	General Partner
		
	By:	 	 /s/ Gregory C. Gretsch

	Its:	 	Managing Director



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTORS:
	
	LUX VENTURES II, L.P.
	
	By: Lux Venture Partners II, L.P.
	its General Partner
	
	By: Lux Venture Associates II, LLC
	its General Partner
	
	By: Lux Capital Management, LLC
	its Sole Member
		
	By:	 	 /s/ Peter Hebert

	Name:	 	Peter Hebert
	Title:	 	Managing Director
	
	LUX VENTURES II SIDECAR, L.P.
	
	By: Lux Venture Partners II, L.P.
	its General Partner
	
	By: Lux Venture Associates II, LLC
	its General Partner
	
	By: Lux Capital Management, LLC
	its Sole Member
		
	By:	 	 /s/ Peter Hebert

	Name:	 	Peter Hebert
	Title:	 	Managing Director



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTORS:
	
	DRAPER FISHER JURVETSON FUND IX, L.P.
		
	By:	 	 /s/ John Fisher

	Name:	 	John Fisher
	Title:	 	Managing Director
	
	DRAPER FISHER JURVETSON PARTNERS IX, LLC
		
	By:	 	 /s/ John Fisher

	Name:	 	John Fisher
	Title:	 	Managing Member
	
	DRAPER ASSOCIATES, L.P.
		
	By:	 	 /s/ Timothy C. Draper

	Name:	 	Timothy C. Draper
	Title:	 	General Partner
	
	DRAPER ASSOCIATES RISKMASTERS FUND II, LLC
		
	By:	 	 /s/ Timothy C. Draper

	Name:	 	Timothy C. Draper
	Title:	 	Managing Member



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTOR:
	
	EPIC IV, LLC
		
	By:	 	 /s/ Kent Madsen

	Name:	 	Kent Madsen
	Title:	 	Managing Director



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTOR:
		
	By:	 	 /s/ Lawrence G. Finch

		 	LAWRENCE G. FINCH



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTOR:
	
	RUBIN FAMILY CHARITABLE TRUST
		
	By:	 	 /s/ Aryeh Rubin

		 	ARYEH RUBIN
		 	Trustee



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTOR:
	
	GORONKIN FAMILY TRUST
		
	By:	 	 /s/ Pamela Goronkin

		 	PAMELA GORONKIN
		 	Trustor



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTOR:
	
	THE TATE FAMILY TRUST DATED 9/30/98
		
	By:	 	 /s/ Geoffrey Tate

		 	GEOFFREY TATE
		 	Trustee
		
	By:	 	 /s/ Colleen Tate

		 	COLLEEN TATE
		 	Trustee



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	KEY HOLDER:
	
	FREESCALE SEMICONDUCTOR, INC.
		
	By:	 	 /s/ Lisa Su

	Name:	 	Lisa Su
	Title:	 	Senior VP and Chief Technology Officer



  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









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

  

			
	INVESTOR:
	
	GLOBALFOUNDRIES INC.
		
	By:	 	 /s/ Authorized Signatory

	Name:	 	  

	Title:	 	  




  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 









 SCHEDULE A 
  

					
	 	 	 NAME
	 	 
		 	NV Partners IV LP	 	
			
		 	NV Partners IV-C LP	 	
			
		 	Sigma Partners 8, L.P.	 	
			
		 	Sigma Associates 8, L.P.	 	
			
		 	Sigma Investors 8, L.P.	 	
			
		 	Lux Ventures II, L.P.	 	
			
		 	Lux Ventures II Sidecar, L.P.	 	
			
		 	Draper Fisher Jurvetson Fund IX, L.P.	 	
			
		 	Draper Fisher Jurvetson Partners IX, LLC	 	
			
		 	Draper Associates, L.P.	 	
			
		 	EPIC IV, LLC	 	
			
		 	Lawrence G. Finch	 	
			
		 	Rubin Family Charitable Trust	 	
			
		 	Goronkin Family Trust	 	
			
		 	The Tate Family Trust dated 9/30/98	 	
			
		 	GLOBALFOUNDRIES Inc.