Exhibit 4.5


 


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 


THIS FOURTH AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2021, by and
among Sera Prognostics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule
A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on
Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined
in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.


 


RECITALS


 


WHEREAS,
the Company, the Key Holders and certain of the Investors previously entered into the Third Amended and Restated Investors’ Rights
Agreement, dated July 31, 2019 (the “Prior Agreement”), in connection with the sale of shares of the Series D
Preferred Stock by certain of the Investors;


 


WHEREAS,
the Company and the Investors are holders of shares of the Company’s Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock or are parties to the Series E Preferred Stock Purchase Agreement of
even date herewith (the “Purchase Agreement”); and


 


WHEREAS,
in order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company pursuant
to the Purchase Agreement, the Investors and the Company hereby agree to amend and restate the Prior Agreement as set forth herein, and
agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to
the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall
govern certain other matters as set forth in this Agreement.


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1.             Definitions.
For purposes of this Agreement:


 


1.1.            “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.


 


1.2.            “ATH
Holding” means ATH Holding Company, LLC, an Indiana limited liability company.


 


1.3.            “Board”
means the board of directors of the Company.


 






     


     


    

 


1.4.            “Blue
Ox” means Blue Ox Healthcare Partners SP, LLC, a Delaware limited liability company, BXHCP SP II, LLC, a Delaware limited
liability company, and BXHCP SP III, LLC, a Delaware limited liability company.


 


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


 


1.6.            “Damages”
means any loss, damage, claim 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, claim 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.


 


1.7.            “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.


 


1.8.            “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.9.            “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; or (iv) a registration in which the only Common Stock being registered
is Common Stock issuable upon conversion of debt securities that are also being registered.


 


1.10.          “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.


 


1.11.          “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.


 


1.12.          “FOSUN”
means Fosun Industrial Co., Limited, a corporation organized under the laws of the Hong Kong Special Administrative Region of China.


 


1.13.          “GAAP”
means generally accepted accounting principles in the United States.


 






    2


     


    

 


1.14.          “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.15.          “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.


 


1.16.          “Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.17.          “IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act.


 


1.18.          “Key
Employee” means any executive-level employee (including division director and vice president-level positions) as well as any
employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined
in the Purchase Agreement).


 


1.19.          “Key
Holder Registrable Securities” means (i) shares of Common Stock held by the Key Holders, and (ii) any Common Stock
issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of such shares.


 


1.20.          “Major
Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least fifteen percent
(15%) of the shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof) originally purchased thereby.


 


1.21.          “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.


 


1.22.          “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.23.          “Preferred
Director” means any director of the Company that the holders of record of the Preferred Stock, voting as a single class on
an as-converted basis, are entitled to elect pursuant to the Restated Certificate.


 


1.24.          “Preferred
Stock” means, collectively, shares of the Company’s Series A1 Preferred Stock, Series A2 Preferred Stock, Series B-1
Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D Preferred
Stock, and Series E Preferred Stock.


 






    3


     


    

 


1.25.          “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) 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; (iii) 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 purposes of Subsections 2.1, 2.10, 3.1, 3.2, 4.1 and 6.6; (iv) any Common Stock issuable
or issued upon exercise of the Warrants (as defined in the Series D Preferred Stock Purchase Agreement between the Company and the
Investors party thereto, dated as of July 31, 2019); 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), (ii), and (iv) above; excluding in all cases,
however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned
pursuant to Subsection 6.1, and excluding for purposes of Section 1.44 any shares for which registration rights have
terminated pursuant to Subsection 2.13 of this Agreement.


 


1.26.          “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 that are Registrable Securities issuable (directly or indirectly)
pursuant to then exercisable and/or convertible securities.


 


1.27.          “Restated
Certificate” means the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended from time
to time.


 


1.28.          “Restricted
Securities” means the securities of the Company required to bear the legend set forth in Subsection 2.12(b) hereof.


 


1.29.          “SEC”
means the Securities and Exchange Commission.


 


1.30.          “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.31.          “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


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


 


1.33.          “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 Subsection 2.6.


 


1.34.          “Series A
Preferred Stock” means, collectively, shares of the Series A1 Preferred Stock and Series A2 Preferred Stock.


 


1.35.          “Series A1
Preferred Stock” means shares of the Company’s Series A1 Preferred Stock, par value $0.0001 per share.


 






    4


     


    

 


1.36.          “Series A2
Preferred Stock” means shares of the Company’s Series A2 Preferred Stock, par value $0.0001 per share.


 


1.37.          “Series B
Preferred Stock” means, collectively, shares of the Series B-1 Preferred Stock and Series B-2 Preferred Stock.


 


1.38.          “Series B-1
Preferred Stock” means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.


 


1.39.          “Series B-2
Preferred Stock” means shares of the Company’s Series B-2 Preferred Stock, par value $0.0001 per share.


 


1.40.          “Series C
Preferred Stock” means, collectively, shares of the Series C-1 Preferred Stock and Series C-2 Preferred Stock.


 


1.41.          “Series C-1
Preferred Stock” means shares of the Company’s Series C-1 Preferred Stock, par value $0.0001 per share.


 


1.42.          “Series C-2
Preferred Stock” means shares of the Company’s Series C-2 Preferred Stock, par value $0.0001 per share.


 


1.43.          “Series D
Preferred Stock” means shares of the Company’s Series D Preferred Stock, par value $0.0001 per share.


 


1.44.          “Series E
Preferred Stock” means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.


 


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 earlier to occur of (i) three (3) years after the date of this Agreement; or (ii) one
hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from the
Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement
with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $5 million,
then the Company shall (A) 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 (B) as soon as practicable, and in any event within one
hundred twenty (120) 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, as specified by notice given by each such
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
Subsections 2.1(c) and 2.3.


 






    5


     


    

 


  (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 twenty-five percent (25%) 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 of at least
$3 million, then the Company shall (i) within twenty (20) days after the date such request is given, give a Demand Notice to all
Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within ninety (90) 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, as specified by notice given by each such 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 Subsections
2.1(c) and 2.3.


 


  (c)            Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate
signed by the Company’s chief executive officer stating that in the good faith judgment of the Board 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, then the Company shall have the right to defer
taking action with respect to such filing, and any time periods with respect to filing or effectiveness 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 register 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 Subsection 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 (2) registrations pursuant to Subsection 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 Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant
to Subsection 2.1(b) (A) during the period that is thirty (30) days before the Company’s good faith estimate of
the date of filing of, and ending on a date that is ninety (90) 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 (B) if the Company has effected two (2) registrations pursuant to Subsection 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 Subsection 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 expenses therefor, and forfeit
their right to one (1) demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration
statement shall be counted as “effected” for purposes of this Subsection 2.1(d).


 






    6


     


    

 


2.2.            Company
Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders
other than the Holders) any of its Common Stock 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 ten (10) days after such notice is given by the Company, the Company shall, subject
to the provisions of Subsection 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 Subsection 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 Subsection 2.6.


 


2.3.            Underwriting
Requirements.


 


  (a)            If,
pursuant to Subsection 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 Subsection 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 Subsection 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
Subsection 2.3, if the managing 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.


 






    7


     


    

 


  (b)            In
connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 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 one hundred (100) shares. Notwithstanding the foregoing, in no
event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than
securities to be sold by the Company) are first entirely excluded from the offering, (ii) the number of Registrable Securities included
in the offering be reduced below twenty percent (20%) of the total number of securities included in such offering, unless such offering
is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and
no other stockholder’s securities are included in such offering, or (iii) notwithstanding (ii) above, any Registrable
Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities
are first excluded from such offering. For purposes of the provision in this Subsection 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 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.


 


  (c)            For
purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the
underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable
Securities that Holders have requested to be included in such registration statement are actually included.


 


2.4.            Obligations
of the Company. Whenever required under this Section 1.44 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 for up to sixty (60) days,
if necessary, to keep the registration statement effective until all such Registrable Securities are sold;


 






    8


     


    

 


  (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;


 


  (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 managing 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


 






    9


     


    

 


  (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.


 


In addition, the Company
shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities
Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading
program under Rule 10b5-1 of the Exchange Act.


 


2.5.            Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1.44
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.


 


2.6.            Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 1.44, including all registration, filing, and qualification fees; printers’ and accounting fees;
fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one (1) counsel for the selling
Holders (“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 Subsection 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 (1) registration pursuant to Subsection 2.1(a) or Subsection 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 (1) registration pursuant to Subsection 2.1(a) or Subsection 2.1(b). All Selling Expenses
relating to Registrable Securities registered pursuant to this Section 1.44 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.


 






    10


     


    





 


2.8.          Indemnification.
If any Registrable Securities are included in a registration statement under this Section 1.44:


 


(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
Subsection 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.


 


(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 Subsection 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 Subsections 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 Subsection 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 Subsection 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 Subsection 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 Subsection 2.8.


 



    11


     


    

 


(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 Subsection 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 Subsection
2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of
any party hereto for which indemnification is provided under this Subsection 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 Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 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 Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 1.44, and otherwise shall survive the termination of this Agreement.


 



    12


     


    

 


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); and


 


(c)             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 a majority 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 securities are included in 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, except for shares
that are Exempted Securities (as defined in the Company’s Certificate of Incorporation), or (ii) to initiate a demand for
registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply (a) to
any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9, or (b) to the issuance of
a warrant to purchase securities of the Company to a bank, equipment lessor or other financial institution, or to a real property lessor,
in connection with a third party bona fide loan, lease or other similar financing arrangement for the benefit of the Company.


 



    13


     


    

 


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 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, or such other period not to exceed an additional thirty-five (35) days as may be requested by the Company or an underwriter
to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations
and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments
thereto), (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 held immediately
before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in 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 Subsection 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, or the transfer of any shares to any trust for the direct or indirect benefit of the
Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable
to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts
to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding
Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection
with such registration are intended third-party beneficiaries of this Subsection 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 Subsection 2.11 or
that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such
agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of
shares subject to such agreements.


 


2.12.        Restrictions
on Transfer.


 


(a)             The
Preferred Stock and 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 Preferred Stock and 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 Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities
issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization,
merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be stamped
or otherwise imprinted with a legend substantially in the following form:


 



    14


     


    

 


THE SECURITIES REPRESENTED
HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD,
PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT.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 Subsection 2.12.


 


(c)             The
holder of each certificate representing Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with
the provisions of this Section 1.44. 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 Subsection 2.12. Each certificate, instrument or book entry 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 Subsection 2.12(b), except that such certificate, instrument or book entry 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.


 



    15


     


    

 


2.13.        Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Subsection 2.1 or Subsection 2.2 shall terminate upon the earlier to occur of:


 


(a)             the
closing of a Deemed Liquidation Event, as such term is defined in the Restated Certificate;


 


(b)             such
time as such Holder holds less than 1% of the Company’s outstanding Common Stock, the Company has completed an IPO and all Registrable
Securities of the Company issuable or issued upon conversion of the shares held by and issuable to such Holder (and its Affiliates) may
be sold pursuant to Rule 144 during any ninety (90) day period; and


 


(c)             the
five (5) year anniversary of the IPO.


 


3.             Information.


 


3.1.          Delivery
of Financial Statements. The Company shall deliver to each Major Investor:


 


(a)             as
soon as practicable, but in any event within one hundred twenty (120) 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 such financial statements audited and certified by independent public accountants
of regionally recognized standing selected by the Company;


 


(b)             as
soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet
and a statement of stockholders’ equity 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 quarter, executive summaries of the Company’s
financial operations and activities;


 


(d)             as
soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal
year (collectively, the “Budget”), approved by the Board and 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;


 


(e)             such
other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor
may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection
3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information
(unless covered by an enforceable confidentiality agreement, in form acceptable to the Company); or (ii) the disclosure of which
would adversely affect the attorney-client privilege between the Company and its counsel; and


 



    16


     


    

 


(f)             upon
the request of any Major Investor, unaudited statements of income and of cash flows for such month, and an unaudited balance sheet and
a statement of stockholders’ equity as of the end of such month, 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).


 


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 Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 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 Subsection 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 each Major Investor, 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; provided, however, that the Company
shall not be obligated pursuant to this Subsection 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, in form acceptable
to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 


3.3.          Observer
Rights.


 


(a)             So
long as (i) Blue Ox owns more than zero percent (0%) and less than ten percent (10%) of the shares of the Common Stock (including
shares of Common Stock issued or issuable upon conversion of Preferred Stock) it has originally purchased, which number is subject to
appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and (ii) ATH Holding does not
have the right to appoint an observer pursuant to clause (b) below, the Company shall invite a representative of Blue Ox to attend
all meetings of the 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; provided, however, that such representative
shall agree to hold in confidence and trust all information so provided (provided, that, notwithstanding the foregoing and for the avoidance
of doubt, nothing herein shall restrict such representative from disclosing such information to Blue Ox, subject to Section 3.5 below);
and 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 would 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 its representative
is a competitor of the Company.


 



    17


     


    

 


(b)             So
long as ATH Holding owns Preferred Stock, the Company shall invite a representative of ATH Holding to attend all meetings of the 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; provided, however, that such representative shall agree to hold in
confidence and trust all information so provided (provided, that, notwithstanding the foregoing and for the avoidance of doubt, nothing
herein shall restrict such representative from disclosing such information to ATH Holding, subject to Section 3.5 below); 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 would 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 ATH Holding or its representative is a competitor
of the Company.


 


3.4.          Termination
of Information and Observer Rights. The covenants set forth in Subsections 3.1, 3.2 and 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 Restated Certificate, whichever event occurs first.


 


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 Subsection 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 Subsection 3.5; (iii) to any existing or prospective
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.


 



    18


     


    

 


4.             Rights
to Future Stock Issuances.


 


4.1.          Right
of First Offer. Subject to the terms and conditions of this Subsection 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 Investor. An Investor shall be entitled
to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, and (ii) its
Affiliates, provided that, each such Affiliate agrees (a) to enter into this Agreement and each of the Fourth Amended
and Restated Voting Agreement and Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among
the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement, and (b) agrees
to purchase at least such number of New Securities as are allocable hereunder to the Investor holding the fewest number of Preferred Stock
and any other Derivative Securities.


 


(a)             The
Company shall give notice (the “Offer Notice”) to each Investor, 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 Investor 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 (i) the
proportion that 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 such Investor 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) (the
 “Pro Rata Share”) plus (ii) to the extent any New Securities are not included in any Investor’s
Pro Rata Share, each Investor that is a Holder of Series D Preferred Stock, an additional number of New Securities equal as nearly
as possible to such Investor’s Pro Rata Share (it being the intention that Investors holding shares of Series D Preferred
Stock be entitled, as nearly as possible, to 200% of their Pro Rata Share). At the expiration of such twenty (20) day period, the Company
shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising
Investor”) of any other Investor’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 specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but
that were not subscribed for by the Investors (“Over Allotment Securities”) which 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; provided, however, that such Over
Allotment Securities shall first be allocated to Investors holding shares of Series D Preferred Stock until such Investors shall
have been given the opportunity to purchase 200% of their Pro Rata Share and thereafter to all Fully Exercising Investors. The
closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that
the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).


 



    19


     


    

 


(c)             If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b),
the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 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 Investors
in accordance with this Subsection 4.1.


 


(d)             The
right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated
Certificate); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of additional shares of Preferred Stock
pursuant to the Purchase Agreement.


 


(e)             Notwithstanding
any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1, the Company may elect to
give notice to the 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 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 Investor, maintain such Investor’s percentage-ownership position, calculated
as set forth in Subsection 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 Investors.


 


4.2.          Termination.
The covenants set forth in Subsection 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 Restated Certificate, whichever
event occurs first and, as to each Investor, in accordance with Subsection 4.1(e).


 


5.             Additional
Covenants.


 


5.1.          Insurance.
If the Board so determines, the Company shall use its commercially reasonable efforts to obtain within ninety (90) days of the date hereof
Directors and Officers liability insurance and term “key-person” insurance on such individual or individuals designated by
the Board from financially sound and reputable insurers, each in an amount and on terms and conditions satisfactory to the Board, and
will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that
such insurance should be discontinued.


 


5.2.          Employee
Agreements. The Company will cause (i) each 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 and (ii) each Key Employee to enter into a one (1) year noncompetition
and nonsolicitation agreement, substantially in the form attached hereto as Exhibit A. In addition, the Company shall not
materially 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 at least seventy percent (70%) of the Preferred Directors.


 



    20


     


    





 


5.3.           Employee
Stock. Unless otherwise approved by the Board , including the Preferred Directors, 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 one (1) year
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 Subsection
2.11. In addition, unless otherwise approved by the Board, including at least seventy percent (70%) of
the Preferred Directors, 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.           Qualified
Small Business Stock. The Company shall use commercially reasonable efforts to cause the shares of Preferred Stock issued pursuant
to the Purchase Agreement, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of
the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of
the Code; provided, however, that such requirement shall not be applicable if the Board determines, in its good-faith business
judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders
(including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of
the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written
request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and
what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in
Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession
as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company
constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.


 


5.5.           Matters
Requiring Investor Director Approval. So long as the holders of Series A2 Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock are entitled to elect at least one (1) Preferred
Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board, which approval
must include the affirmative vote of at least two (2) of the Preferred Directors (or if there be only one (1) Preferred Director,
then the affirmative vote of the Preferred Director):


 


(a)           enter
into any corporate strategic relationship involving the payment, contribution or assignment by the Company or to the Company of assets
greater than $100,000;


 






    21


     


    

 


(b)           approve,
adopt or modify the Budget or incur expenditures or expenses (or commit the Company to incur expenditures or expenses) not reflected in
the Budget for any particular fiscal year of the Company;


 


(c)           guarantee
any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;


 


(d)           make
any investment inconsistent with any investment policy approved by the Board;


 


(e)           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;


 


(f)           make,
or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company
or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock
or option plan approved by the Board;


 


(g)           enter
into or become a party to any transaction 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;


 


(h)           make
any grants of equity compensation to employees or service providers of the Company; or


 


(i)           hire
or terminate any member of senior management, at the Vice President and above levels, of the Company and approve salary, bonus and other
compensation or titles (or make changes thereto) for any such members of senior management.


 


5.6.           Board
Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least quarterly
in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel
expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board.


 


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 as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the
Restated Certificate, or elsewhere, as the case may be.


 






    22


     


    

 


5.8.           Indemnification
Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board by the Investors
(each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided
by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”).  The Company
hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and
any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred
by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund
Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on
behalf of any such Fund Director to the extent legally permitted and as required by the Restated Certificate or the Company’s Bylaws
(or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund
Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against
the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  The Company further agrees
that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund
Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.


 


5.9.           Fosun
Right to Conduct Activities. The Company hereby agrees and acknowledges that Fosun (together with its affiliates) invests in numerous
portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently
propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fosun shall not be liable to the
Company for any claim arising out of, or based upon, (i) the investment by Fosun in any entity competitive with the Company, or (ii) actions
taken by any partner, officer or other representative of Fosun to assist any such competitive company, whether or not such action was
taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental
effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated
with the unauthorized use or disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any
director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.


 


5.10.         Blue
Ox and ATH Holding Right to Conduct Activities.  The Company hereby agrees and acknowledges that Blue Ox and ATH Holding
(together with the affiliates of each) invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s
business (as currently conducted or as currently propose to be conducted).  The Company hereby agrees that, to the extent permitted
under applicable law, neither Blue Ox nor ATH Holding shall be liable to the Company for any claim arising out of, or based upon, (i) the
investment by Blue Ox or ATH Holding in any entity competitive with the Company, or (ii) actions taken by any partner, officer or
other representative of Blue Ox or ATH Holding to assist any such competitive company, whether or not such action was taken as a
member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on
the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated
with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any
director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.


 






    23


     


    

 


5.11.         Termination
of Covenants. The covenants set forth in this Section 5, except for Subsection 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 Restated Certificate, 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;
(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; or (iii) after such transfer, holds at least ten percent (10%) of the outstanding shares of Registrable
Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) originally
held by such Holder; 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 Subsection 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 and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance
with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts
of laws.


 


6.3.           Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 


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.


 






    24


     


    

 


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
or Schedule B (as applicable) 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 Subsection 6.5. If notice is given to the Company, a copy
shall also be sent to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, Attn: Jonathan L. Kravetz
and if notice is given to Stockholders, a copy shall also be given to such counsel as may appear with such Investor’s address on
the Schedule of Purchasers attached to the Purchase Agreement.


 


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
a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance
with Subsection 2.12(c) (and the Company’s failure to object promptly in
writing after notification of a proposed assignment allegedly in violation of Subsection
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, other than with respect to
this Section 6.6 (which shall require the consent of the holders of a majority of the Registrable Securities then outstanding,
including Blue Ox so long as Blue Ox holds any Registrable Securities), such amendment, termination, or waiver applies to all Investors
in the same fashion (it being agreed that (x) 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 and (y) any waiver, amendment or
termination of any provision or right set forth herein that specifically references an Investor (e.g. the provisions of Section 5.9
and Section 5.10) shall not be deemed to apply to all Investors in the same fashion). 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 Holders 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 holders of at least a majority of the Key Holder Registrable Securities held by the Key Holders. 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 Subsection 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.


 






    25


     


    

 


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.


 


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 Series C Preferred
Stock or Series E Preferred Stock after the date hereof, any purchaser of such shares of Preferred 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. Upon the effectiveness of this Agreement,
the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of
no further force or effect.


 


6.11.         Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware
and to the jurisdiction of the United States District Court for the District 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 state courts of Delaware or the United States District Court for the District 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.


 






    26


     


    

 


6.12.         Waiver
of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT
BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS
LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


6.13.         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.


 


6.14.         Acknowledgment.
The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and
related proprietary information of many enterprises, including enterprises which may have products or services which compete directly
or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing
or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the
Company.


 


[Remainder of Page Intentionally Left Blank]


 






    27


     


    

 


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


 


	 	SERA PROGNOSTICS, INC.
	 	 
	 	 
	 	By: 	/s/ Gregory C. Critchfield, MD, MS
	 	Name:	Gregory C. Critchfield, MD, MS
	 	Title:	President and Chief Executive Officer



 


	 	Address: 	2749 E Parleys Way, Suite 200
	 	 	Salt Lake City, UT  84109



 


SIGNATURE
PAGE TO FOURTH  AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 






     


     


    

 


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


 


	 	LEAD INVESTOR:
	 	 
	 	BLUE OX HEALTHCARE
	 	PARTNERS SP, LLC
	 	 
	 	 
	 	By: 	/s/ John A. Neczesny
	 	 
	 	Name: 	John A. Neczesny
	 	(print)
	 	 
	 	Title: 	Authorized Person
	 	 



 


	 	Address: 	239 Dawson Rd.
	 	 	Hillsdale, NY 12529
	 	 	 



 


SIGNATURE
PAGE TO


FOURTH
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 






     


     


    

 



 


 


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


 


	 	LEAD INVESTOR:
	 	 
	 	BXHCP SP II, LLC




 


	 	By:	 /s/ John A. Neczesny



 


	 	Name:	John A. Neczesny
	 	 	            (print)
	 	 	 
	 	Title:	Authorized Person



 


	 	Address:	 	239 Dawson Rd.
	 	 	 	Hillsdale, NY 12529
	 	 	 	 










 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	LABORATORY CORPORATION OF AMERICA HOLDINGS




 


	 	By:	/s/ Megann Vaughn Watters




 


	 	Name:	Megann Vaughn Watters
	 	 	            (print)
	 	 	 
	 	Title:	 VP



 
	 	Address:	 	Attn: Law Department
	 	 	 	531 S Spring St.
	 	 	 	Burlington, NC 27215




 


	 	If notice is given, a copy should also be sent to:




 


	 	Address:	 	Attn: Corporate Development
	 	 	 	531 S Spring St.
	 	 	 	Burlington, NC 27215




 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	DOMAIN PARTNERS VIII, L.P.







	 	By: 	One Palmer Square Associates
VIII, L.L.C., its General Partner



 


	 	By:	 /s/ Lisa A. Kraeutler




 


	 	Name:	Lisa A. Kraeutler
	 	Title:	Attorney-in-Fact




 


	 	Address:	 	202 Carnegie Center
	 	 	 	Suite 104
	 	 	 	Princeton, NJ 08540




 


	 	INVESTOR:
	 	 
	 	DP VIII ASSOCIATES, L.P.







	 	By: 	One Palmer Square Associates
VIII, L.L.C., its General Partner



 


	 	By:	 /s/ Lisa A. Kraeutler




 


	 	Name:	Lisa A. Kraeutler
	 	Title:	Attorney-in-Fact




 


	 	Address:	 	202 Carnegie Center
	 	 	 	Suite 104
	 	 	 	Princeton, NJ 08540






 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	INTERWEST PARTNERS X, L.P.







	 	 	By: InterWest Management Partners X, LLC, its General Partner




 


	 	By:	/s/ Khaled A. Nasr




 


	 	Name:	Khaled A. Nasr
	 	 	            (print)
	 	 	 
	 	Title:	Venture Member




 


	 	Address:	 	2710 Sand Hill Road
	 	 	 	Second Floor
	 	 	 	Menlo Park, CA 94025




 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	CATALYST HEALTH VENTURES, L.P.







	 	 	By: CHV GP, LLC, its General Partner




 


	 	By:	/s/ Joshua S. Phillips




 


	 	Name:	Joshua S. Phillips
	 	Title:	Manager




 


	 	Address:	 	50 Braintree Hill Office Park,
	 	 	 	Suite 301
	 	 	 	Braintree, MA 02184




 


	 	INVESTOR:
	 	 
	 	CATALYST HEALTH VENTURES (PF), L.P.










	 	 	By: CHV GP, LLC, its General Partner


 


	 	By:	/s/ Joshua S. Phillips




 


	 	Name:	Joshua S. Phillips
	 	Title:	Manager




 


	 	Address:	 	50 Braintree Hill Office Park,
	 	 	 	Suite 301
	 	 	 	Braintree, MA 02184




 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	CATALYST HEALTH VENTURES
	 	FOLLOW-ON FUND L.P.










	 	 	By: CHV GP, LLC, its General Partner


 


	 	By:	/s/ Joshua S. Phillips




 


	 	Name:	Joshua S. Phillips
	 	Title:	Manager




 


	 	Address:	 	50 Braintree Hill Office Park,
	 	 	 	Suite 301
	 	 	 	Braintree, MA 02184






 


	 	INVESTOR:
	 	 
	 	CHV INVESTMENTS LLC







	 	 	By: CHV III GP, LLC its Manager




 


	 	By:	/s/ Joshua S. Phillips




 


	 	Name:	Joshua S. Phillips
	 	Title:	Manager




 


	 	Address:	 	50 Braintree Hill Office Park,
	 	 	 	Suite 301
	 	 	 	Braintree, MA 02184








 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	UPSTART LIFE SCIENCES CAPITAL, L.P.




 


	 	By:	/s/ Dennis B. Farrar




 


	 	Name:	Dennis B. Farrar
	 	Title:	Managing Director




 


	 	Address:	 	417 Wakara Way, Suite 3510
	 	 	 	Salt Lake City, UT 84108




 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	CHIONE LTD.




 


	 	By:	 /s/ Marcin Czernik







	 	Name:	Marcin Czernik
	 	 	            (print)
	 	 	 
	 	Title:	Director




 


	 	Address:	 	 Simou Menardou 5, Kifisia Court
	 	 	 	Office 225
	 	 	 	6015 Larnaca, Cyprus




 


SIGNATURE PAGE TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    





 


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


 


	 	INVESTOR:
	 	 
	 	BILL & MELINDA GATES FOUNDATION
	 	 
	 	 
	 	/s/ Vidya Vasu-Devan
	 	Name: 	Vidya Vasu-Devan
	 	Title: 	Director, Strategic Investment Fund


 


 


	 	Address: 	P.O. Box 23350
	 	 	Seattle, WA 98102


 


SIGNATURE
PAGE TO


FOURTH
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	GREGORY C. CRITCHFIELD, M.D., MS
	 	 
	 	 
	 	/s/ Gregory C. Critchfield, M.D., MS
	 	Gregory C. Critchfield, M.D., MS
	 	 
	 	Address: 	6170 Murdock Woods
	 	 	Holladay, UT 84121



 


SIGNATURE
PAGE TO


FOURTH
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	ATH HOLDING COMPANY, LLC
	 	 
	 	 
	 	/s/ Vincent Scher
	 	By: 	Vincent Scher
	 	Title: 	Treasurer


 


	 	Address: 	ATH Holding Company, LLC
	 	 	c/o Anthem, Inc.
	 	 	220 Virginia Avenue
	 	 	Indianapolis, IN 46204


 


SIGNATURE
PAGE TO


FOURTH
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 






     


     


    

 


	 	KEY HOLDERS:
	 	 
	 	GREGORY C. CRITCHFIELD, M.D.
	 	 
	 	 
	 	Signature: 	/s/ Gregory C. Critchfield, M.D.





	 	By:	 Gregory C. Critchfield, M.D.





	 	Address: 	6170 Murdock Woods
	 	 	Holladay, UT 84121


 


 


	 	DURLIN E. HICKOK, M.D.
	 	 
	 	 
	 	Signature:	 





	 	By:	 Durlin E. Hickok, M.D.





	 	Address: 	18009 Couch Market Road
	 	 	Bend, OR 97703


 


 


	 	ANDREW A. SAUTER
	 	 
	 	 
	 	Signature:	 





	 	By: 	Andrew A. Sauter





	 	Address:	 3318 Whitehaven Dr.
	 	 	Walnut Creek, CA 94598


 


 


	 	JAY BONIFACE, PhD
	 	 
	 	 
	 	Signature:	 





	 	By:	 Jay Boniface, PhD





	 	Address: 	1020 South Douglas Street
	 	 	Salt Lake City, UT 84105


 


 


	 	DOUGLAS C FISHER, MD
	 	 
	 	 
	 	Signature:	 





	 	By:	 Douglas C Fisher, MD





	 	Address:	 587 Patrol Road
	 	 	Woodside CA 94062


 


 


SIGNATURE
PAGE TO


FOURTH
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT


 






     


     


    

 


SCHEDULE A


Investors


 


Blue Ox Healthcare Partners SP, LLC

135 East 57th St. 23rd Floor


New York, NY 10022


 


BXHCP SP II, LLC

135 East 57th St. 23rd Floor


New York, NY 10022


 


BXHCP SP III, LLC

135 East 57th St. 23rd Floor


New York, NY 10022


 


ATH Holding Company, LLC


c/o Anthem, Inc.


220 Virginia Avenue


Indianapolis, IN 46204


 


Laboratory Corporation of America Holdings


Attn: Law Department


531 S. Spring St.


Burlington, NC 27215


Vaughm2@LabCorp.com


 


If notice is given, a copy should also be sent to:


 


Attn: Corporate Development


531 S. Spring St.


Burlington, NC 27215


 


DP VIII Associates, L.P.


202 Carnegie Center


Suite 104


Princeton, NJ 08540


(609) 683-5656


(609) 683-4581 fax


kraeutler@domainvc.vom


 


Domain Partners VIII, L.P.


202 Carnegie Center


Suite 104


Princeton, NJ 08540


(609) 683-5656


(609) 683-4581 fax


kraeutler@domainvc.vom


 






     


     


    

 


Catalyst Health Ventures, L.P.


50 Braintree Hill Office Park, Suite 301


Braintree, MA 02184


(781) 228-5228


(781) 228-5150 fax


jphillips@catalysthealthventures.com


 


Catalyst Health Ventures (PF), L.P.


50 Braintree Hill Office Park, Suite 301


Braintree, MA 02184


(781) 228-5228


(781) 228-5150 fax


jphillips@catalysthealthventures.com


 


Catalyst Health Ventures Follow-On Fund L.P.


50 Braintree Hill Office Park, Suite 301


Braintree, MA 02184


(781) 228-5228


(781) 228-5150 fax


jphillips@catalysthealthventures.com


 


CHV Investments LLC


50 Braintree Hill Office Park, Suite 301


Braintree, MA 02184


(781) 228-5228


(781) 228-5150 fax


jphillips@catalysthealthventures.com


 


NI-LPT, LLC


1 Elm Sq., Suite 1B


Andover, MA 01810


 


InterWest Partners X, L.P.


2710 Sand Hill Road


Suite 200


Menlo Park, CA 94025


 


Chione Ltd.


Simou Menardou 5, KIFISIA COURT


2nd Floor, Office 225


6015 Larnaca, Cyprus


 


Osage University Partners I, L.P.


50 Monument Road, Suite 201

Bala Cynwyd, PA 19004


 






     


     


    

 


UpStart Life Sciences Capital, L.P.


417 Wakara Way, Suite 3510


Salt Lake City, UT 84108


(801) 505-0636


(801) 505-0631 fax


denny@upstartvc.com


 


Richard Novak Dynasty Trust


36 Church Street


Greenwich, CT 06830


 


Gregory C. Critchfield, MD, MS


6170 Murdock Woods Place


Holladay, UT 84121


 


The Trimble Trust


27342 Lost Colt Drive


Laguna Hills, CA 92653


 


Deer Ridge Consulting, LLC


P.O. Box 500


20 Johnson Drive


Raritan, NJ   08869


(908)
252-7900


(908)
252-7904


 


Reed Corry


3316 E Shore Drive


Seattle, WA 98112


(206) 625-1292


Email: reed@allegiant1.com


 


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


One Financial Center


Boston, MA 02111


(617) 542-6000


(617) 542-2241 fax


jkravetz@mintz.com


 


Steven Robert Garen Family Trust


c/o Eric Garen


11355 W. Olympic Blvd.


Los Angeles, CA 90064


 






     


     


    

 


Nicole Suzanne Garen Family Trust


c/o Eric Garen


11355 W. Olympic Blvd.


Los Angeles, CA 90064


 


Amos Madanes


1814 North Orleans St.


Chicago, IL 60614


 


Deseret Foundation


c/o Lori Piscopo


5121 S. Cottonwood St.


Murray, UT 84157


 


Maurice J. McSweeney


c/o Foley & Lardner


777 E. Wisconsin Ave.


Milwaukee, WI 53202


 


Mark Fischer-Colbrie


21211 Rainbow Dr.


Cupertino, CA 95014


 


Bill and Melinda Gates Foundation


P.O. Box 23350


Seattle, WA 98102


 


2014 Exchange Place Fund A, LLC


c/o Goodwin Procter LLP


Attn: Finance Department


100 Northern Avenue


Boston, MA 02210


 


2014 Exchange Place Fund B, LLC


c/o Goodwin Procter LLP


Attn: Finance Department


100 Northern Avenue


Boston, MA 02210


 


Stephen M. Davis


115 E. 87th Street, Apt. 39F


New York, NY 10128


 


Kurt Fischer


4192 Bay Beach Lane #892


Fort Myers Beach, FL 33931


 






     


     


    

 


SCHEDULE B


Key Holders


 


Gregory C. Critchfield, MD, MS


6170 Murdock Woods Place


Holladay, UT 84121


 


Durlin E. Hickok, M.D.


18009 Couch Market Road


Bend, OR 97703


 


Andrew A. Sauter


3318 Whitehaven Dr.


Walnut Creek, CA 94598


 


Jay Boniface, PhD


1020 Douglas Street


Salt Lake City, UT 84105


 


Douglas C Fisher, MD


587 Patrol Road


Woodside, CA 94062


 


Nadia Altomare


29 Oliver Road


Belmont, MA 02478


 


Garrett Lam, MD


1864 Mountain Crest Drive


Draper, UT 84020


 






     


     


    

 


Exhibit A


 


Non-Solicitation
Agreement