EX-10.5





 Exhibit 10.5 

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT 

This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered
into as of June 9, 2021 by and among UpHealth, Inc., a Delaware corporation f/k/a GigCapital2, Inc. (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the
“Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Company, UpHealth Merger Sub, Inc., a Delaware corporation, and UpHealth Holdings, Inc., a Delaware corporation (“UpHealth”) are party to that certain Business Combination Agreement, dated as of November 20, 2020 (the
“Business Combination Agreement”), pursuant to which, on the Closing Date (as defined in the Business Combination Agreement), Merger Sub will merge with and into UpHealth (the “Merger”), with UpHealth surviving the
Merger as a wholly owned subsidiary of the Company; 
 WHEREAS, pursuant to the Business Combination Agreement, the Company is
issuing shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Holders designated on Schedule A hereto; 

WHEREAS, on or around the date hereof, the Company is entering into a separate Registration Rights and
Lock-Up Agreement with Cloudbreak Health, LLC (the “Cloudbreak Agreement”); and 

WHEREAS, the Company desires to set forth certain matters regarding the ownership of the Registrable Securities (as defined below) by the
Holders. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.1 Definitions. For purposes of this Agreement, the following terms and variations thereof have the
meanings set forth below: “Agreement” shall have the meaning given in the Preamble. 
 “Adverse
Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after
consultation with outside counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not
be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. 

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

“Business Combination” means any merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities, involving the Company. 
 “Business Day”
means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. 












 “Change in Control” means the transfer (whether by tender offer, merger,
stock purchase, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer, such transferee or group
of affiliated transferees would hold more than 50% of outstanding voting securities of the Company (or surviving entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company.

 “Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities
Act or the Exchange Act. 
 “Common Stock” has the meaning set forth in the Recitals. 

“Company” is defined in the Preamble to this Agreement. 

“Demand Registration” has the meaning set forth in Section 2.1.1. 

“Demanding Holder” has the meaning set forth in Section 2.1.1. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time. 
 “Form
S-1” has the meaning set forth in Section 2.1.1. 
 “Form
S-3” has the meaning set forth in Section 2.3. 

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

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

“Lock-up Period” means, with respect to the Registrable Securities, the period ending
on the earlier of (i) the date that is six months after the date of the closing pursuant to the Business Combination Agreement (the “Business Combination”) as indicated on Schedule A for certain Holders and the
date that is one year after the date of the closing pursuant to the Business Combination as indicated Schedule A for other Holders or (ii) the date on which, subsequent to the Business Combination, the last sale price of the Common Stock
(x) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 90 days after the Business Combination, or (y) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in
all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided that in the sole discretion of the majority of the independent members of the Board, the Lock-Up Period may end earlier than as provided herein upon written notice to the Holders. 

“Maximum Number of Securities” has the meaning set forth in Section 2.1.4. 

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

“Notices” has the meaning set forth in Section 6.3. 

“Piggyback Registration” has the meaning set forth in Section 2.2.1. 

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

  
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 “Registrable Securities” means (i) any equity securities (including
the shares of Common Stock issued or issuable upon the exercise or conversion of any such equity security) of the Company held by a Holder immediately following consummation of the Merger. Registrable Securities include any warrants, shares of
capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of any of the securities described in the foregoing clauses (i) - (ii). As to any particular Registrable
Security, such security shall cease to be a Registrable Security when: (a) a Registration Statement with respect to the sale of such security shall have become effective under the Securities Act and such security shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such security shall have been otherwise transferred, a new certificate for such security not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of such security shall not require registration under the Securities Act; (c) such security shall have ceased to be outstanding; or (d) such security is freely saleable under Rule
144 without volume limitations. 
 “Registration” means a registration effected by preparing and filing a registration
statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 

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

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority and any securities exchange on which the Common Stock is then listed); 
 (B) fees and expenses of compliance with securities or
blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 

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

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

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and 
 (F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration. 

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the
Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of securities (other than a registration statement on Form S-4 or Form
S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity). 

“Requesting Holder” has the meaning set forth in Section 2.1.1. 

“Rule 144” means Rule 144 promulgated under the Securities Act. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time. 
 “Transfer” means to, directly or indirectly, sell, transfer,
assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance,
hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person. 

  
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 “Underwriter” means a securities dealer who purchases any Registrable
Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities. 
 “Underwritten
Registration” or “Underwritten Offering” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 

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

ARTICLE II 
 REGISTRATION

 Section 2.1 Demand Registration 

2.1.1 Request for Registration. Subject to the provisions of Section 2.1.4 and
Section 2.4 hereof, at any time and from time to time on or after the Effective Time, the Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Holders
(such Holders, the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be
included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand
Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Demand
Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the
receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate
of two (2) Registrations pursuant to a Demand Registration under this Section 2.1.1 initiated by Holders; provided, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this
Agreement. 
 2.1.2 Effective Registration. Notwithstanding the provisions of Section 2.1.1 above or any
other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) a Form S-1 filed with the Commission in connection with the
Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing of such
election, which notice shall be received by the Company not later than five (5) days after the removal of any such stop order or injunction; provided, further, that the Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been previously filed pursuant to a Demand Registration becomes effective or is terminated. 

  
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 2.1.3 Underwritten Offering. Subject to the provisions of
Section 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as
part of their Demand Registration that the offering of Registrable Securities pursuant thereto shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable
Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.1.3 shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by a majority-in-interest of the Demanding Holders initiating the Demand Registration. 

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter(s) for a Demand Registration that is to be an Underwritten
Offering, in good faith, advises the Company, the Demanding Holders and the Requesting Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other shares of Common Stock or other equity securities which the Company desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such Underwritten Offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of
Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of
Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to
register their Registrable Securities pursuant to Section 2.2.1 hereof, without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written
contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. 
 2.1.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration pursuant to a Registration under
Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of their
intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand
Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under
this Section 2.1.5. 
 Section 2.2 Piggy-Back Registration. 

2.2.1 Piggy-Back Rights. If, at any time on or after the Effective Time, the Company proposes to file a Registration Statement under
the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company
for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or
(iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the
anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended 

  
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method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The
Company shall, in good faith, cause such Registrable Securities to be included in such Registration and shall use its best efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities
requested to be included in such Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter(s) shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Piggyback Registration. 
 2.2.2 Reduction of Piggyback Registration. If the managing Underwriter(s)
for a Piggyback Registration that is to be an Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of securities
which the Company desires to sell, taken together with (i) the Common Stock or other equity securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than
the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested under this Section 2.2, and (iii) the Common Stock or other equity securities, if any,
as to which Registration has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: 

(i) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company that pre-dates
this Agreement, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), (1) the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1 hereof, Pro Rata, and (2) Common Stock, if any, as to which Registration has been requested
pursuant to the Cloudbreak Agreement, together on a pro rata and pari passu basis based on the respective number of shares of Common Stock as to which Registration has been requested pursuant to this Agreement and the Cloudbreak Agreement, which can
be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock, if any, as to which
Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company not otherwise covered above, which can be sold without exceeding the Maximum Number of Securities; and 

(ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1, Pro Rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the
Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under 

  
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the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to
separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. 

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw
a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.  

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to
Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 

Section 2.3 Registration on Form S-3. The Holders of Registrable
Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“Form S-3”); provided,
that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on
Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten
(10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other
Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, that the Company shall not be obligated to effect any such Registration pursuant to
Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities
of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. 

Section 2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty
(60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has
delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to Section 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith
judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that
it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, that the Company may not
defer its obligation in this manner more than once in any 12-month period. 

  
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 ARTICLE III 

REGISTRATION PROCEDURES 

Section 3.1 General Procedures. If at any time on or after the Effective Time the Company is required to
effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the Registration to permit the sale of such Registrable Securities in accordance with the
intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as practicable and in connection with any such request: 

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

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the
Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in
such Registration Statement or supplement to the Prospectus; 
 3.1.3 prior to filing a Registration Statement or Prospectus, or any
amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary
Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable
Securities owned by such Holders; 
 3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register
or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed; 
 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such
Registrable Securities no later than the effective date of such Registration Statement; 
 3.1.7 advise each seller of such Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for
such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 

  
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 3.1.8 advise each Holder of Registrable Securities covered by such Registration Statement,
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; 

3.1.9 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel; 

3.1.10 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in
Section 3.4 hereof; 
 3.1.11 permit a representative of the Holders (such representative to be selected by a
majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and
cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, that such representatives
or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; 

3.1.12 obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter may reasonably request, and may be found reasonably satisfactory to a
majority-in-interest of the participating Holders; 
 3.1.13
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request
and as are customarily included in such opinions and negative assurance letters, and may be found reasonably satisfactory to a majority in interest of the participating Holders; 

3.1.14 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriters of such offering; 
 3.1.15 make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission); 

3.1.16 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and 

3.1.17 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration. 
 Section 3.2 Registration Expenses. Except as otherwise provided
herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as
Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing
the Holders. 

  
 9 













 Section 3.3 Requirements for Participation in Underwritten
Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity(i) agrees to sell such person’s or
entity’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. 

Section 3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company
that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended Prospectus correcting the
Misstatement (it being understood that the Company hereby covenants to prepare and file such supplemented or amended Prospectus as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that
the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or
offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4, and upon the expiration of such period
the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities, and upon the expiration of such period the Holders shall be entitled to resume the use of any such Prospectus
in connection with any sale or offer to sell Registrable Securities. 
 Section 3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and
complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities
held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including
providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 

ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

Section 4.1 Indemnification by the Company. The Company agrees to indemnify, to the extent permitted
by law, and hold harmless each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) from and against any losses, claims, damages, liabilities and expenses
(including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, or any amendment or supplement to any of them, or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same is contained in any information furnished in writing to the Company by the Holder
expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers and directors and each person who controls such Underwriter (within the meaning of the Securities Act) on substantially
the same basis as that of the indemnification of the Holder provided in this Section 4.1. 

  
 10 













 Section 4.2 Indemnification by Holders of Registrable
Securities. In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable
Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. Each
Holder shall indemnify any Underwriter of Registrable Securities sold by such Holder, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to indemnification of the Company. 
 Section 4.3 Conduct of Indemnification Proceedings. Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any
person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any
judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 

Section 4.4 Survival. The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of
Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is
unavailable for any reason. 
 Section 4.5 Contribution. If the indemnification provided under
Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, that the liability of any Holder under
this Section 4.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1, 4.2 and 4.3 above, any legal or other fees, 

  
 11 













 
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this
Section 4.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this
Section 4.5 from any person who was not guilty of such fraudulent misrepresentation. 
 ARTICLE V 

LOCK-UP 

Section 5.1 Lock-Up. 

5.1.1 Except as permitted by Section 5.2, during the Lock-up Period, each
Holder shall not Transfer any shares of Common Stock beneficially owned or owned of record by such Holder. 

Section 5.2 Exceptions. The provisions of Section 5.1 shall not apply to: 

5.2.1 transactions relating to shares of Common Stock acquired in open market transactions; 

5.2.2 Transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide
gift; 
 5.2.3 Transfers of shares of Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit
of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin; 

5.2.4 Transfers by will or intestate succession upon the death of the undersigned; 

5.2.5 the Transfer of shares of Common Stock pursuant to a qualified domestic order or in connection with a divorce settlement; 

5.2.6 if the undersigned is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other
business entity, (i) Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the undersigned, or
(ii) distributions of shares of Common Stock to partners, limited liability company members or stockholders of the undersigned; 

5.2.7 Transfers to the Company’s officers, directors or their affiliates; 

5.2.8 pledges of shares of Common Stock as security or collateral in connection with any borrowing or the incurrence of any indebtedness by
any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); 

5.2.9 pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a
Change in Control of the Company, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Common Stock subject to this Agreement shall remain subject to this
Agreement; and 
 5.2.10 the establishment of a trading plan pursuant to Rule 10b5-1
promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock during the
Lock-Up Period,  
 provided, that in the case of any Transfer or distribution pursuant to Sections
5.2.2 through 5.2.7, each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement. 

  
 12 













 ARTICLE VI 

GENERAL PROVISIONS 

Section 6.1 Entire Agreement. This Agreement (including Schedule A hereto) constitutes the entire
understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto. 

Section 6.2 Notices. Any notice or other communication required or permitted to be delivered to any party
under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission, if sent by facsimile or electronic transmission (in each case with receipt
verified by electronic confirmation), or (c) one (1) Business Day after being sent by courier or express delivery service, specifying next day delivery, with proof of receipt. The addresses, email addresses and facsimile numbers for
such notices and communications are those set forth on the signature pages hereof, or such other address, email address or facsimile numbers as may be designated in writing hereafter, in the same manner, by any such person. 

Section 6.3 Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations
of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and
to the extent of any transfer of Common Stock by any such Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns of the applicable Holder or of any
assignee of the applicable Holder. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.3. No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). 

Section 6.4 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart and
such counterparts may be delivered by the parties hereto via facsimile or electronic transmission. 
 Section 6.5
Amendment; Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and Holders holding a majority of the
Registrable Securities at such time; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. Any failure by any party at any time to enforce any of the provisions of this
Agreement shall not be construed a waiver of such provision or any other provisions hereof. 
 Section 6.6
Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full
force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. 

Section 6.7 Governing Law; Venue. This Agreement shall be governed by, interpreted under, and construed in
accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any
choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. 

  
 13 













 Section 6.8 Specific Performance. Each party acknowledges
and agrees that the other parties hereto would be irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first party in accordance with their specific
terms or were otherwise breached by such first party. Accordingly, each party agrees that the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to which such parties are entitled at law or in equity. 

[Signature Page Follows.] 

  
 14 













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

			
	COMPANY:
	
	GIGCAPITAL2, INC.
		
	By:	 	/s/ Raluca Dinu
	Name: Dr. Ralucca Dinu
	Title: President and CEO
	
	Address for Notice:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Dr. Chirinjeev Kathuria


 
			
		
	By:	 	/s/ Chirinjeev Kathuria


 
			
	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Dr. Mariya Pylypiv


 
			
		
	By:	 	/s/ Mariya Pylypiv


 
			
	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Dr. Al Gatmaitan


 
			
		
	By:	 	/s/ Al Gatmaitan


 
			
	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Rewi Enterprises, LLC


 
			
		
	By:	 	/s/ Martin S. A. Beck


 
			
	 Name: Martin S.A. Beck

	 Title: Manager

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Ramesh Balakrishnan


 
			
		
	By:	 	/s/ Ramesh Balakrishnan


 
			
	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Dr. Syed Sabahat Azim


 
			
		
	By:	 	/s/ Syed Sababat Azim


 
			
	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Jeffery R. Bray


 
			
		
	By:	 	/s/ Jeffery R. Bray


 
			
	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 

  
 22 













 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	AM Physicians LLC


 
			
		
	By:	 	/s/Dr. Azafar Malik


 
			
	 Name: Dr. Azfar Malik

	 Title:

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Sequoia Capital India Investment Holdings III


 
			
		
	By:	 	/s/ Aslam Koomar


 
			
	 Name: Aslam Koomar

	 Title: Director

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Elevar Equity Mauritius


 
			
		
	By:	 	/s/ Arunagirinatha Runghien


 
			
	 Name: Arunagirinatha Runghien

	 Title: Director

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Ranjani Ramakrishna


 
			
		
	By:	 	/s/ Ranjani Ramakrishna


 
			
	 Name:

	 Title:

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 

  
 26 













 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	TTC Healthcare Partners, LLC


 
			
		
	By:	 	/s/ Martin S. A. Beck


 
			
	 Name: Martin S.A. Beck

	 Title: Manager

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Jacque Butler


 
			
		
	By:	 	/s/ Jacque Butler


 
			
	 Name:

	 Title:

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Alexandra Bray


 
			
		
	By:	 	/s/ Alexandra Bray


 
			
	 Name:

	 Title:

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Samantha Josephine Bray


 
			
		
	By:	 	/s/ Jeffery R. Bray


 
			
	 Name: Jeffery R. Bray

	 Title: Custodian

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Anais Alexandra Bray


 
			
		
	By:	 	/s/ Jeffery R. Bray


 
			
	 Name: Jeffery R. Bray

	 Title: Custodian

	
	Address for Notice:
	
	  

	
	  

	
	  

	
	Telephone No.:                                 
                                        

	
	Facsimile No.:                                 
                                         

	
	Email Address:                                 
                                        



 [Signature Page to Registration Rights and Lock-Up
Agreement] 












 Schedule A 

Holders 
  

					
	 Name of Holder
	  	 Number of Shares
	  	 Lock-Up
Period

	Dr. Chirinjeev Kathuria	  		  	One Year
			
	Dr. Mariya Pylypiv	  		  	One Year
			
	Dr. Al Gatmaitan	  		  	One Year
			
	Rewi Enterprises, LLC	  		  	One Year
			
	Ramesh Balakrishnan	  		  	One Year
			
	Dr. Syed Sabahat Azim	  		  	One Year
			
	Jeffery R. Bray	  		  	One Year
			
	AM Physicians LLC	  		  	One Year
			
	Sequoia Capital India Investment Holdings III	  		  	Six Months
			
	Elevar Equity Mauritius	  		  	Six Months
			
	Ranjani Ramakrishna	  		  	One Year
			
	TTC Healthcare Partners, LLC	  		  	Six Months
			
	Jacque Butler	  		  	One Year
			
	Alexandra Bray	  		  	One Year
			
	Samantha Josephine Bray (Jeffery R. Bray Custodian under the Utah Gifts to Minors Act)	  		  	One Year
			
	Anais Alexandra Bray (Jeffery R. Bray Custodian under the Utah Gifts to Minors Act)	  		  	One Year