Exhibit 10.7



 Exhibit 10.7 
 LIPOSCIENCE, INC. 
 SECOND AMENDED AND RESTATED 

INVESTOR RIGHTS AGREEMENT 
 This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of August 2, 2006, by and among LipoScience, Inc., a Delaware corporation (formerly known as
LipoMed, Inc.) (the “Company”), the holders of the Company’s Series D Preferred Stock (the “Series D Stock”) and Series D-1 Preferred Stock (the “Series D-1 Stock”) listed on Exhibit A attached hereto
(collectively, the “Series D Investors”), the holders of the Company’s Series E Preferred Stock (the “Series E Stock”) listed on Exhibit B attached hereto (the “Series E Investors”), the holders of the
Series F Preferred Stock (the “Series F Stock”) listed on Exhibit C attached hereto, and those persons listed on Exhibit D attached hereto (each individually a “Common Holder” and collectively the “Common
Holders”). The Series D Investors, the Series E Investors and the Series F Investors shall be referred to herein collectively as the “Investors.” The Series D Stock, the Series D-1 Stock, the Series E Stock, the Series F Stock, the
Warrants (as defined below) and the Warrant Shares (as defined below) shall be referred to herein collectively as “Investor Securities.” 
 WHEREAS, the Company, the Series D Holders (as hereinafter defined) and the Common Holders entered into that certain Investor Rights Agreement, dated as of December 22, 2000, as amended (the
“2000 Agreement”); and 
 WHEREAS, the Company, the Series D Holders (as hereinafter defined), the Series E Holders
(as hereinafter defined) and the Common Holders entered into that certain Amended and Restated Investor Rights Agreement, dated as of May 7, 2003, as amended (which amended and restated the 2000 Agreement) (the “Prior Agreement”); and

 WHEREAS, the Company proposes to sell and issue up to 2,988,506 shares of Series F Stock, pursuant to that certain Series F
Preferred Stock Purchase Agreement, dated as of the date hereof, by and among the Company and the Series F Investors (the “Purchase Agreement”); and 
 WHEREAS, the Series F Investors, as a condition to entering into the Purchase Agreement, have requested that the Company provide the Series F Investors certain registration rights and certain other rights
with respect to the Series F Stock as set forth herein; and 
 WHEREAS, the amendment and restatement of the Prior Agreement
contemplated hereby requires the written consent of (i) the Investors holding at least a majority of the shares of Series D Stock, Series D-1 Stock and Series E Stock (the “Requisite Investors”) and (ii) the Company and execution
of this Agreement by the undersigned Requisite Investors and the Company satisfies such requirement; and 
 WHEREAS, in order to
induce the Company and the Series F Investors to enter into the Purchase Agreement, the Company, the Series F Investors, and the Requisite Investors hereby agree that this Agreement shall amend and restate the Prior Agreement and shall extend to the
Company, the Common Holders and the Investors the rights and obligations as set forth below. 







 NOW, THEREFORE, in consideration of the mutual agreements, covenants and conditions
contained herein, the Company, the Investors and the Common Holders hereby agree as follows. 
 Section 1. 

RESTRICTIONS ON TRANSFER 
 1.1 Restrictive Legend. Each certificate representing (i) the Investor Securities, (ii) the Common Stock of the Company (the “Common Stock”) issued upon conversion of the
Investor Securities, and (iii) any other securities issued in respect of the Investor Securities or Common Stock issued upon conversion of the Investor Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or
similar event, shall (unless otherwise permitted by the provisions of this Section 1.1 or Section 1.2 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under
applicable state securities laws). 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF
1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. COPIES OF THE STOCK PURCHASE AGREEMENT AND THE SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT PROVIDING FOR RESTRICTIONS ON TRANSFER OF THESE SECURITIES MAY BE OBTAINED UPON WRITTEN
REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.” 
 Each Holder (as defined below) consents to the Company’s making a notation on its records and giving instructions to any transfer agent of the Investor Securities or the Common Stock issued upon
conversion of the Investor Securities in order to implement the restrictions on transfer established in this Section 1. Such legend shall be removed by the Company from any certificate at such time as the holder of the shares represented by the
certificate satisfies the requirements of Rule 144(k) (“Rule 144(k)”) of the Securities Act of 1933, as amended (the “1933 Act”), provided that Rule 144(k) as then in effect does not differ substantially from Rule 144(k) as in
effect as of the date of this Agreement, and provided further that the Company has received from the Holder a written representation that (i) such Holder is not an affiliate of the 

  
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Company and has not been an affiliate during the preceding three months, (ii) such Holder has beneficially owned the shares represented by the certificate for a period of at least two years,
(iii) such Holder otherwise satisfies the requirements of Rule 144(k) as then in effect with respect to such shares, and (iv) such Holder will submit the certificate for any such shares to the Company for reapplication of the legend at
such time as the Holder becomes an affiliate of the Company or otherwise ceases to satisfy the requirements of Rule 144(k) as then in effect. 
 1.2 Notice of Proposed Transfers. The Holder of each certificate representing Registrable Securities (as defined below) by acceptance thereof agrees to comply in all respects with the provisions of
this Section 1.2. Prior to any proposed sale, assignment, transfer or pledge of any Registrable Securities, unless there is in effect a registration statement under the 1933 Act covering the proposed transfer, the Holder thereof shall give
written notice to the Company of such Holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge 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 transfer of the Registrable Securities may be effected without registration under the 1933 Act or (ii) a “no action” letter from the SEC (as defined below) to the effect that
the transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission (the “SEC”) that action be taken with respect thereto, whereupon the holder of such Registrable
Securities shall be entitled to transfer such Registrable Securities in accordance with the terms of the notice delivered by the holder to the Company. The Company will not require such a legal opinion or “no action” letter in any
transaction in compliance with Rule 144 of the 1933 Act (“Rule 144”) or for a transfer by a Holder, (a) which is a partnership, to such partnership’s partners or employees or former employees or former partners or employees in
accordance with partnership interests and in accordance with the partnership’s agreement, (b) which is a limited liability company, to such limited liability company’s members or former members in accordance with their interests in
the limited liability company, (c) which is a corporation, to such corporation’s stockholders in accordance with their stock ownership, (d) to a subsidiary or affiliate of the Holder or (e) to the Holder’s family member or
trust for the benefit of an individual Holder; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he, she or it were an original Holder hereunder. Each certificate evidencing the
Registrable Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 1.1 above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such Holder and the Company such legend is not required in order to establish compliance with any provisions of the 1933 Act. 

Section 2. 

REGISTRATION RIGHTS 
 The Company hereby grants to each of the Holders (as defined below) the registration rights set forth in this Section 2, with respect to the Registrable Securities (as defined below) owned by such
Holders. The Company and the Holders agree that the registration rights provided herein set forth the sole and entire agreement, and supersede any prior agreement, between the Company and the Holders with respect to registration rights for the
Company’s securities. 

  
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 2.1 Certain Definitions. As used in this Section 2: 

(a) The terms “register,” “registered” and “registration” refer to a registration effected
by filing with the SEC a registration statement (the “Registration Statement”) in compliance with the 1933 Act, and the declaration or ordering by the SEC of the effectiveness of such Registration Statement. 

(b) The term “Registrable Securities” means (i) Common Stock issued or issuable upon conversion of any
shares of Series D Stock, Series D-1 Stock, Series E Stock (including up to 646,724 shares of Series E Stock (the “Warrant Shares”) issuable upon the exercise of certain warrants the (“Warrants”) outstanding as of the date
hereof) and Series F Stock, held by the Investors or any transferee as permitted by Section 2.9 hereof, 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 or in replacement of, such Registrable Securities; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long
as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery
requirements of the 1933 Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, and (C) the registration rights associated with such
securities have not been terminated pursuant to Section 2.16 hereof. 
 (c) The term “Holder”
(collectively, “Holders”) means each Investor and any transferee, as permitted by Section 2.9 hereof, holding Registrable Securities, securities exercisable or convertible into Registrable Securities or securities exercisable for
securities convertible into Registrable Securities. 
 2.2 Demand Registration 

(a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from either
(i) the Holders of at least forty percent (40%) of the Registrable Securities then outstanding and held by the Holders of the Series D Investors and the Series E Investors, taken together, or (ii) the Holders of at least forty percent
(40%) of the Registrable Securities then outstanding and held on the date hereof by the Series F Investors (in either case, such Holders are hereinafter referred to as the “Initiating Holders”) that the Company file a registration
statement under the 1933 Act covering the registration of such Registrable Securities, then the Company shall promptly give written notice of such request to all Holders and Common Holders and, subject to the limitations of this Section 2.2 and
Section 2.15, use its best efforts to effect, as soon as practicable, the registration under the 1933 Act of all Registrable Securities that the Holders (including the Initiating Holders) request to be registered and all shares of Common Stock
that Common Holders request to be registered pursuant to Section 2.15. 

  
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 (b) If 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 this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such
information in the written notice referred to in Section 2.2(a) or Section 2.4, as applicable. In such event, the right of any Holder to include its 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 enter into an
underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company).
Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities)
then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable
Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the
registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so
agrees and if the number of Registrable Securities would not thereby be limited. 
 (c) The Company shall not be
required to effect a registration pursuant to this Section 2.2: 
 (i) prior to the earlier of (A) the
third anniversary of the date of this Agreement or (B) 180 days following the effective date of the registration statement pertaining to the Company’s first underwritten public offering of its Common Stock registered under the 1933 Act (an
“Initial Offering”); 
 (ii) on behalf of Holders of at least forty percent (40%) of the
Registrable Securities held by the Series D Investors and the Series E Investors, taken together after the Company has effected two (2) registrations pursuant to this Section 2.2 on their behalf, and such registrations have been declared
or ordered effective; provided, however, that a registration effected by the Company pursuant to this Section 2.2 in which such Holders are given the opportunity to include such Holder’s Registrable Securities (whether or not such Holders
were the Initiating Holders for such registration or elected to participate in such registration) shall qualify as a registration for purposes of this Subparagraph (c)(ii); 

(iii) on behalf of Holders of at least forty percent (40%) of the Registrable Securities held by the Series F
Investors after the Company has effected two (2) registrations pursuant to this Section 2.2 on their behalf, and such registrations have been declared or ordered effective; provided, however, that a registration effected by the Company
pursuant to this Section 2.2 in which such Holders are given the opportunity to include such Holder’s Registrable Securities, without being subject to cutbacks or similar limitations, shall qualify as a registration for purposes of this
Subparagraph (c)(iii); 

  
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 (iv) during the period starting thirty (30) days prior to the date of
filing of, and ending on the date one hundred eighty (180) days following the effective date of a registration statement pertaining to a public offering of the Company’s securities in which the Holders have the right to register the
Registrable Securities pursuant to Section 2.3; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; 

(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a
certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration
statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that
such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; 
 (vi) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or

 (vii) in any particular jurisdiction in which the Company would be required to qualify to conduct business or
execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already so qualified or subject to service in such jurisdiction. 

2.3 Piggyback Registration. 
 (a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or for the account of security holders,
other than a registration relating solely to employee benefit plans, a registration on Form S-4 relating solely to an SEC Rule 145 transaction or a registration pursuant to Section 2.2 hereof, the Company will: 

(i) promptly (but in any event 10 days prior to the filing of any such registration statement) give to each Holder written
notice thereof; and 
 (ii) include in such registration (and any related qualification under state securities
laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 15 days after receipt of such written notice from the Company, by any Holder or Holders,
except as set forth in Section 2.3(b) below. 

  
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 Such Registrable Securities shall only be included in any registration pursuant to this
Section 2.3 to the extent that such inclusion will not diminish the number of securities included by the Company. 
 (b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the
written notice given pursuant to Section 2.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of
such Holder’s Registrable Securities in the underwriting to the extent provided herein. 
 All Holders proposing to
distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares
to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders;
and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below twenty-five
percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the
Registrable Securities of the Holders may be excluded in accordance with this sentence. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by
Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw
therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall
be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and
any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. 
 (c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such
registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof. 

  
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 2.4 Form S-3 Registration. In the event the Company shall receive from the Initiating
Holders a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part
of the Registrable Securities owned by such Holder or Holders, the Company will: 
 (a) promptly give written
notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and 
 (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion
of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from the Company as specified above in 2.4(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or
compliance pursuant to this Section 2.4: 
 (i) if Form S-3 (or any successor or similar form) is not
available for such offering by the Holders; or 
 (ii) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) in such registration at an aggregate price to the public of less than one million dollars ($1,000,000);
or 
 (iii) during the period starting sixty (60) days prior to the date of filing of, and ending on the
date one hundred eighty (180) days following the effective date of a registration statement pertaining to a public offering of the Company’s securities in which the Holders have the right to register the Registrable Securities pursuant to
Section 2.3; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or 
 (iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration
statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not
more than once in any twelve (12) month period; or 
 (v) if the Company has, within the twelve
(12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to Section 2.4; or 

  
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 (vi) in any particular jurisdiction in which the Company would be required
to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already so qualified or subject to service in such jurisdiction. 

(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities
and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders under this Section 2.4. Registrations effected pursuant to this Section 2.4 shall not be counted as demands
for registration or registrations effected pursuant to Section 2.2 hereof. 
 2.5 Expenses of Registration. All
expenses incurred in connection with all registrations effected pursuant to Sections 2.2, 2.3 and 2.4, including, without limitation, all registration, filing and qualification fees (including state securities law fees and expenses), printing
expenses, escrow fees, fees and disbursements of counsel for the Company and expenses of any special audits incidental to or required by such registration shall be borne by the Company; provided, however, that the Company shall not be required to
pay stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities; and provided, further, that the Company shall not be required to pay for any expenses of any registration pursuant to
Section 2.4 after the Company has effected two (2) registrations pursuant to Section 2.4, in which event the Holders of Registrable Securities to be registered shall bear all such expenses pro rata on the basis of the Registrable
Securities to be registered. 
 2.6 Obligations of the Company. Whenever required under this Section 2 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a)
prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its diligent efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for the lesser
of 180 days or until the Holder or Holders have completed the distribution relating thereto; provided, however, that the Company shall have the right to terminate such Registration Statement, or to place a stop-transfer order with respect to the
shares for which registration has been requested thereunder, upon notice to the participating Holders to the extent necessary, in the sole discretion of the Company upon the advice of counsel, to avoid any requirement that the Company disclose
material, nonpublic information, the disclosure of which would be seriously detrimental to the Company and its stockholders, provided, further, that (i) such 180-day period shall be extended for a period of time equal to the period the Holder
refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule
under the 1933 Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the 1933 Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment
which (I) includes any prospectus required by Section 10(a)(3) of the Act, 

  
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or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required
to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, in the registration statement; and provided further that in no event shall
the Company be required to keep any such Registration Statement effective for longer than eighteen (18) months. 
 (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 keep such
Registration Statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement. 

(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 

(d) use its diligent efforts to register or otherwise qualify the securities covered by such Registration Statement under
such other securities laws of such states and other jurisdictions as shall be reasonably requested by the Holders or the managing underwriter, provided that the Company shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any such states or jurisdictions. 

(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 managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 

(f) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, in the Company’s reasonable discretion, the Company shall prepare a
supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of material fact or omit to state any fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. 
 (g) use its
diligent efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock is then listed. 

(h) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter
participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, 

  
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all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement. 

(i) cooperate with the Holders including Registrable Securities in such registration and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may
request at least two business days prior to any sale of Registrable Securities. 
 (j) permit any Holder, which
Holder, in the sole and exclusive judgment, exercised in good faith, of such Holder, might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such Registration Statement and to require the
insertion therein of material, furnished to the Company in writing, that in the reasonable judgment of such Holder and its counsel should be included. 
 2.7 Indemnification. 
 (a) The Company will, and does hereby
undertake to, indemnify and hold harmless each Holder of Registrable Securities, each of such Holder’s officers, directors, managers, partners, members and agents, and each person controlling such Holder, with respect to any registration,
qualification or compliance effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter, of the Registrable Securities held by or issuable to such Holder, against all claims, losses, damages
and liabilities (or actions in respect thereto) to which they may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), or other federal or state law arising out of or based on (i) any
untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document (including any related Registration Statement, notification, or the like) incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were
made, or (ii) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, and will reimburse, as
incurred, each such Holder, each such underwriter and each such director, manager, officer, partner, member, agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to an indemnified party to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue
statement or omission made in conformity with written information furnished to the Company by an instrument duly executed by such indemnified party specifically for use therein. 

(b) Each Holder will, severally and not jointly, and if Registrable Securities held by or issuable to such Holder are
included in such registration, qualification or compliance pursuant to this Section 2, does hereby undertake to indemnify and hold harmless the Company, each of its directors and officers, and each person controlling the Company, each
underwriter, if 

  
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any, and each person who controls any underwriter, of the Company’s securities covered by the Registration Statement relating to such registration, qualification or compliance, and each
other Holder, each of such other Holder’s officers, directors, managers, partners, members and agents and each person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out
of or based on (i) any failure of such Holder or its agents or representatives to comply with the prospectus delivery requirements of the 1933 Act or any other applicable securities or Blue Sky law, or (ii) any untrue statement (or alleged
untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances in which they were made, and will reimburse, as incurred, the Company, each such underwriter, each such other Holder, and each such director, officer, manager, partner, member,
agent and controlling person of the foregoing, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that, if the indemnification
obligations shall have arisen under (ii) above, such indemnifying Holder will have indemnification obligations hereunder only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in
such Registration Statement, prospectus, offering circular or other document, in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use
therein; provided, however, that the liability of each Holder hereunder (unless such Holder’s liability hereunder is based upon such Holder’s willful misconduct) shall be limited to the proportion of any such claim, loss, damage or
liability that is equal to the proportion that the public offering price of the shares sold by such Holder under such Registration Statement bears to the total public offering price of all securities sold thereunder, but in any event not to exceed
the net proceeds received by such Holder from the sale of securities under such Registration Statement. 
 (c)
Each party entitled to indemnification under this Section 2.7 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) of any claim as to which
indemnification may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld) and the Indemnified Party may participate in such defense at the
Indemnified Party’s expense if representation of such Indemnified 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 proceeding; and
provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2, except to the extent that such failure to give notice shall
materially adversely affect the Indemnifying Party in the defense of any such claim or any such litigation. An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent of each Indemnified Party, consent to entry
of any judgment or enter into any settlement only if it includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such Indemnified Party, of a release from all liability with respect to such claim or litigation.
The Indemnifying Party shall have no liability under this Section 2.7 for any settlement effected by 

  
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an Indemnified Party without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld) except in the event that the Indemnifying Party fails to diligently
undertake the defense of the claim or litigation resulting in such settlement after notice is provided as set forth herein. 
 (d) In order to provide for just and equitable contribution to joint liability under the 1933 Act in any case in which either (i) any Holder exercising rights under this Agreement, or any controlling
person of any such Holder, makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or
the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.7 provides for indemnification in such case, or (ii) contribution under the 1933 Act may be
required on the part of any such Holder or any such controlling person in circumstances for which indemnification is provided under this Section 2.7; then, and in each such case, the Company and such Holder will contribute to the aggregate
claims, losses, damages or liabilities to which they may be subject (after contribution from others) in such proportions as shall be appropriate to reflect the relative fault of the Company, on the one hand, and each such Holder, on the other hand,
with such relative fault determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or
by each such Holder, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any case, (A) no such Holder will be required to
contribute any amount in excess of the public offering price of all securities offered by it pursuant to such Registration Statement, after deduction of underwriting discounts and commissions (unless such Holder’s liability hereunder is based
upon such Holder’s willful misconduct); and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the 1933 Act) will be entitled to contribution from any person or entity who was
not guilty of such fraudulent misrepresentation. 
 (e) The indemnities provided in this Section 2.7 shall
survive the transfer of any Registrable Securities by such Holder, whether pursuant to a Registration Statement under this Agreement or otherwise. 
 2.8 Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders and the
distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Section 2. The Company shall not be
required to include any Holder’s Registrable Securities in any registration hereunder unless such information shall have been provided. 
 2.9 Transfer of Rights. The rights contained in Sections 2 and 3 hereof may be assigned or otherwise conveyed to transferees or assignees of Registrable Securities, who shall be considered a
“Holder” for purposes hereof, provided that such transfer is effected in compliance with Section 1.2 hereof and such transfer is a “Permitted Transfer” as defined herein. 

  
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 For purposes of this Agreement, a “Permitted Transfer” shall mean:
(i) a transaction not involving a change in beneficial ownership; (ii) transactions involving distributions or transfers by a stockholder that is a partnership, limited liability company or corporation to (A) any of its partners
(including limited partners), members or stockholders (as the case may be), (B) any of its retired partners, members or stockholders, (C) any of its affiliates, or (D) the estate of any of its partners (including limited partners),
members or stockholders; (iii) transactions involving distribution without consideration by a stockholder that is a corporation to any of its stockholders; (iv) transfers by any stockholder who is an individual to a trust for the benefit
of such stockholder or his family; (v) a transfer in which the transferee acquires at least 25% of the transferor’s shares of Registrable Securities, subject to adjustments for combinations, consolidations, recapitalizations, stock splits,
stock dividends and the like; or (vi) transfers by gift, will or intestate succession to the spouse, lineal descendants, whether by blood or by adoption, spouses of such descendants, ancestors, siblings, or direct lineal descendants, whether by
blood or by adoption, of such siblings, of any stockholder or spouse of a stockholder or a trust or family limited partnership for the sole benefit of such persons. 
 2.10 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise
with respect to the interpretation or implementation of this Section 2. 
 2.11 Subsequent Registration Rights. From
and after the date hereof, the Company shall not, without the prior written consent of the Holders of (i) a majority of the Common Stock issued or issuable upon conversion of the Investor Securities then outstanding, and (ii) a majority of
the Registrable Securities then held by the Series F Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on parity with those
granted to the Holders hereunder. 
 2.12 Rule 144 Reporting. With a view to making available to the Holders the benefits
of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its diligent efforts to: 

(a) Make and keep current public information available, within the meaning of SEC Rule 144 or any similar or analogous
rule promulgated under the 1933 Act, at all times after it has become subject to the reporting requirements of the 1934 Act; 
 (b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the 1933 Act and 1934 Act (after it has become subject to such reporting requirements); 

(c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time commencing 90 days after the effective date of the Initial Offering), the 1933 Act and the 1934 Act (at any time after it has become subject to such
reporting requirements); a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration. 

  
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 2.13 “Market Stand-Off” Agreement. Each Holder hereby agrees that during a
period, not to exceed 180 days, following the effective date of any registration statement of the Company filed under the 1933 Act in connection with the Company’s Initial Offering, it shall not, to the extent requested by the Company and any
underwriter, sell, pledge, transfer, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of (other than to donees who agree in writing to be similarly bound) any securities of the Company held by it
at any time during such period except any Common Stock which may be included in such registration; provided, however, that no Holders shall have any such obligations unless all “One Percent Stockholders” with registration rights (whether
or not pursuant to this Agreement) and all officers and directors of the Company enter into similar agreements. 
 For purposes
of this Section 2.13, the term “One Percent Stockholder” shall mean a stockholder of the Company who holds at least one percent of the outstanding Common Stock of the Company (assuming conversion of all outstanding convertible
securities of the Company). 
 In order to enforce the foregoing covenant, the Company may impose stop transfer instructions
with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. 

2.14 Amendment of Registration Rights. Any provision of this Section 2 may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company, (ii) the Holders of at least a majority of the Registrable Securities then outstanding and
not registered, and (iii) the Holders of at least a majority of the Registrable Securities then held by the Series F Investors. Any amendment or wavier effected in accordance with this Section shall be binding upon each Holder, each future
Holder of Registrable Securities and the Company. 
 2.15 Inclusion of Stock Held by Common Holders. In connection with
any registration effected pursuant to Section 2.2 or Section 2.3 hereof, the Common Holders shall be entitled to include in such registration (on the same terms and conditions as Holders selling their Registrable Securities in such
registration) shares of Common Stock held by such Common Holders; provided that no Common Holder shall have the right to initiate a request for registration under Section 2.2 (unless otherwise a holder of Registrable Securities) and any
limitation by the underwriter on the number of shares to be underwritten in connection with any such registration pursuant to Section 2.2 or 2.3 hereof shall be applied to the shares of Common Stock so included by such Common Holders before any
limitation is applied to any Registrable Securities, and no Registrable Securities shall be excluded from the registration unless all shares held by Common Holders (other than Registrable Securities) are also excluded, and provided further
that each such Common Holder’s right to include shares of Common Stock in a registration pursuant to this Section 2.15 is contingent upon such Common Holder’s agreement (as evidenced by signing this Agreement) to be bound by all other
applicable restrictions and obligations contained in this Section 2 with respect to Holders, as if such Common Holder were a Holder hereunder (including, without limitation, the provisions of Section 2.13 hereof). 

2.16 Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Section 2
hereof shall terminate as to such Holder upon the later to occur of (i) three (3) years after the date of the closing of the Company’s Initial Offering or 

  
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(ii) the time that (a) the Company has completed its Initial Offering and is subject to the provisions of the 1934 Act, (b) such Holder holds less than 1% of the Company’s
outstanding Common Stock (treating all shares of the Company’s Preferred Stock on an as-converted basis) and (c) all Registrable Securities held by and issuable to such Holder (and its affiliates, partners, former partners, members and
former members) which may be required to be aggregated with such Holder’s Registrable Securities under Rule 144 may be sold under Rule 144 during any ninety (90) day period. 

Section 3. 

RIGHTS OF FIRST REFUSAL 
 3.1 Certain Definitions. As used in this Section 3: 

(a) The term “New Securities” shall mean any capital stock of the Company, whether now authorized or not, and
rights, options or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock; provided that the term “New Securities” does not include: (i) the Investor
Securities; (ii) securities issuable upon conversion, exchange or exercise of or with respect to Investor Securities (including any securities issuable upon further exercise, exchange or conversion of the Investor Securities);
(iii) securities issuable upon conversion or exercise of any other preferred stock or warrant or debt security of the Company issued on or prior to the date hereof (including securities issuable upon further conversion of any such exercised
securities); (iv) shares of Common Stock and options, warrants or rights convertible into such Common Stock, issued or issuable to employees, consultants or directors of the Company pursuant to any incentive agreement or arrangement approved by
the Board of Directors of the Company in an aggregate amount of not more than 4,580,000 shares or such higher number of shares as may be approved by the Board of Directors, including at least two (2) of the directors designated by the holders
of Series D Stock, Series E Stock and Series F Stock pursuant to Section 5.3 of this Agreement, appropriately adjusted for any stock split, stock dividend or other recapitalization; (v) shares of capital stock or securities exercisable for
or convertible into such capital stock issued in connection with any equipment leases or borrowings, direct or indirect, from financial or other institutions regularly engaged in such business as may be approved by the Board of Directors;
(vi) securities issued pursuant to any stock dividend, stock split, combination or other reclassification by the Company of any of its capital stock; (vii) securities issued pursuant to the acquisition of another corporation or business
entity by the Company or one or more of its wholly owned subsidiaries by merger, consolidation, share exchange, purchase of substantially all the assets or other reorganization whereby the stockholders of the Company immediately prior to the
transaction own in the aggregate more than 50% of the voting power of the Company or other surviving entity after the transaction; (viii) any performance based equity issued in connection with strategic relationships or similar arrangements
approved by the Company’s Board of Directors; or (ix) shares of capital stock or securities exercisable for or convertible into such capital stock issued to the Company’s chief executive officer in connection with a stock or warrant
bonus plan pursuant to that certain letter agreement by and between the Company and Richard O. Brajer dated February 6, 2003. 

  
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 (b) The term “Pro Rata Share” means the ratio (A) the
numerator of which is the number of shares of Common Stock held by such Investor, or issuable to such Investor upon the conversion or exercise of all securities convertible into or exercisable for Common Stock of the Company held by such Investor,
on the date of the written notice pursuant to Section 3.2 hereof, and (B) the denominator of which is, with respect to the right of first refusal set forth in Section 3.2, the number of shares of Common Stock outstanding, assuming for
this purpose conversion or exercise of all securities convertible into or exercisable for Common Stock of the Company. 
 3.2
Right of First Refusal. The Company hereby grants to each Investor, subject to the terms and conditions specified in this Section 3.2, the right of first refusal to purchase, on the terms and conditions set forth in the Company’s
notice pursuant to this Section 3.2, up to such Investor’s Pro Rata Share of all New Securities that the Company may, from time to time, propose to sell and issue. In the event the Company proposes to undertake an issuance of New
Securities, it shall give each Investor written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Investor shall have 20 days from the date of any
such notice to exercise its right of first refusal under this Section 3.2 for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be
purchased. The Company shall have 75 days after the 20-day period described in this Section 3.2 to sell all such New Securities respecting which the Investors’ rights of first refusal hereunder were not exercised, at a price and upon terms
no more favorable in any material respect to the purchasers thereof than specified in the Company’s notice. In the event the Company has not sold all such New Securities within such 75-day period, the Company shall not thereafter issue or sell
any New Securities without first notifying the Investors in the manner provided herein. 
 3.3 Expiration of Right. The
rights of first refusal granted under this Section 3 shall not apply to, and shall expire upon, the effectiveness of a registration statement for the sale of the Company’s shares of Common Stock in an underwritten public offering
registered under the 1933 Act (a “Qualified Public Offering”). 

  
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 Section 4. 
 COMPANY COVENANTS 
 The Company hereby covenants and agrees as follows:

 4.1 Financial Information. 
 (a) So long as any Investor or any subsidiary, affiliate or partner of such Investor shall own at least 30% of the Investor Securities originally acquired by such Investor (including any shares of Common
Stock or preferred stock of the Company (“Preferred Stock”) issued upon conversion or exercise thereof, and subject to adjustment for combinations, consolidations, recapitalizations, stock splits, stock dividends and similar events), the
Company will furnish each such Investor, subject to Section 4.1(c) below, the following reports: 
 (i) As
soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter, (1) audited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated
statements of income and losses, stockholders’ equity and cash flows of the Company and its subsidiaries, if any, for such fiscal year, prepared in accordance with generally accepted accounting principles and setting forth in each case in
comparative form the figures for the previous fiscal year, if any, all in reasonable detail and accompanied by a report and opinion thereon by independent auditors selected by the Company’s Board of Directors; and (2) a copy of such
auditors’ management letter prepared in connection therewith, if any, (as soon as such management letter is available, which may be greater than the aforesaid 120-day period); 

(ii) As soon as practicable after the end of each of the first three quarters of the fiscal year, but in any event within
45 days after the end of each such quarter, the unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such quarter, and its unaudited consolidated statements of income and losses, stockholders’
equity and cash flows for such quarter, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and prepared in accordance with generally accepted accounting
principles, except that such financial statements may not contain notes and will be subject to year-end adjustment, and certified by the principal financial or accounting officer of the Company. Such quarterly report shall include a narrative,
summary description of the Company’s operations for such quarter, indicating whether the Company is materially in compliance with this Agreement and other material agreements and discussing any material variances from the Company’s
operating plan for such fiscal year; 
 (iii) As soon as practicable after the adoption thereof, an annual
operating plan for each fiscal year; and 
 (iv) With reasonable promptness, such other information respecting
the business, properties or the condition or operations, financial or other, of the Company or any subsidiary as any Investor may from time to time reasonably request. 

  
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 (b) So long as any Series F Investor or any subsidiary, affiliate or partner
of such Investor shall own at least 30% of the Investor Securities originally acquired by such Series F Investor, the Company will furnish each such Series F Investor, subject to Section 4.1(c) below, as soon as practicable after the end of
each month, but in any event within 45 days after the end of such month, unaudited consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such month, and its unaudited consolidated statements of income and losses,
stockholders’ equity and cash flows for such month, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail and prepared in accordance with generally
accepted accounting principles, except that such financial statements may not contain notes and will be subject to year-end adjustment, and certified by the principal financial or accounting officer of the Company. Such monthly report shall include
a narrative, summary description of the Company’s operations for such month, indicating whether the Company is materially in compliance with this Agreement and other material agreements and discussing any material variances from the
Company’s operating plan for such fiscal year. 
 (c) The Company shall not be obligated pursuant to this
Section 4.1 to provide financial information to any person whom the Company reasonably believes to be engaged in the business of developing, manufacturing or selling products or services competitive with those of the Company (a
“Competitor”). 
 (d) The rights granted pursuant to this Section 4.1 may not be assigned or
otherwise conveyed by any Investor or by any subsequent transferee of any such rights without the prior written consent of the Company, which consent shall not be unreasonably withheld; provided that the Company may refuse such written consent if
the proposed transferee is reasonably believed by the Board of Directors of the Company to be a Competitor. 
 4.2
Inspection. The Company shall permit each Investor and each transferee in a Permitted Transfer (as defined in Section 2.9 hereof) (provided such transfer is effected in compliance with Section 1.2 hereof), its attorney or its other
representative to visit and inspect the Company’s properties, to examine the Company’s books of account and other records, to make copies or extracts therefrom and to discuss the Company’s affairs, finances and accounts with its
officers, management, employees and independent auditors all at such reasonable times and as often as such Investor or transferee may reasonably request; provided, however, that the Company shall not be obligated pursuant to this Section 4.2 to
provide trade secrets or confidential information or to provide information to any person whom the Board of Directors of the Company reasonably believes is a Competitor; provided, further, that such Investor shall bear any costs or expenses of such
investigations or inquiries. 

  
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 4.3 Additional Affirmative Covenants. Without limiting any other covenant or
provision hereof, the Company covenants and agrees that, so long as shares representing at least 14% of the Series D Stock and Series D-1 Stock (taken together) outstanding as of the date hereof or 14% of the Series E Stock outstanding as of the
date hereof or 14% of the Series F Stock outstanding immediately subsequent to the final closing pursuant to the Purchase Agreement remain outstanding, subject to adjustment for combinations, stock splits, stock dividends and similar events, it
will, and will cause each subsidiary (to the extent applicable thereto) of the Company, if and when such subsidiary exists, to: 
 (a) Payment of Taxes. Pay, and cause each subsidiary to pay, and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon
any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, might become a lien or charge upon any properties of the Company or any subsidiary, provided that neither the Company nor any
subsidiary shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by appropriate proceedings if the Company or any subsidiary shall have set aside on its books sufficient reserves, if any,
with respect thereto; 
 (b) Payment of Trade Debt. Pay, and cause each subsidiary to pay, when due, or in
conformity with customary trade terms but not later than ninety (90) days from the due date, all lease obligations, all trade debt, and all other indebtedness incident to the operations of the Company or its subsidiaries, except such as are
being contested in good faith and by proper proceedings if the Company or subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto; 

(c) Maintenance of Insurance. Maintain, and cause each subsidiary to maintain, insurance with responsible and
reputable insurance companies or associations in such amounts and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or such
subsidiary operates; 
 (d) Preservation of Corporate Existence. Preserve and maintain, and, unless the
Company reasonably deems it not to be in its best interests, cause each subsidiary to preserve and maintain, its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified, and
cause each subsidiary to qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or the ownership or lease of its properties, except
when the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries taken as a whole; provided that nothing in this Section 4.3(d) shall prohibit the Company or any of its subsidiaries from engaging
in a corporate transaction in connection with the acquisition of another corporation or business entity by the Company or one or more of its wholly owned subsidiaries by merger, consolidation, share exchange, purchase of substantially all the assets
or other reorganization whereby the stockholders of the Company immediately prior to the transaction own in the aggregate more than 50% of the voting power of the Company or other surviving entity after the transaction; 

(e) Intellectual Property. Secure, preserve and maintain, and cause each subsidiary to secure, preserve and
maintain, all licenses and other rights to use patents, processes, licenses, permits, trademarks, trade names, inventions, intellectual property rights or copyrights owned or used by it to the extent necessary to the conduct of its business or the
business of any subsidiary; 

  
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 (f) Compliance with Laws. Comply, and cause each subsidiary to
comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, the noncompliance with which could materially adversely affect its business or financial condition; 

(g) Records and Books of Account. Keep, and cause each subsidiary to keep, adequate records and books of account in
which complete entries will be made in accordance with generally accepted accounting principles consistently applied, reflecting all financial transactions of the Company and any subsidiary, and in which, for each fiscal year, all proper reserves
for depreciation, depletion, returns of merchandise, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made; 

(h) Maintenance of Properties. Maintain and preserve, and cause each subsidiary to maintain and preserve, all of
its properties and assets necessary for the proper conduct of its business, in good repair, working order and condition, ordinary wear and tear excepted; 
 (i) Regulatory Compliance. Comply, and cause each subsidiary to comply, with all minimum funding requirements applicable to any pension, employee benefit plans, or employee contribution plans that
are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to the Internal Revenue Code of 1986, as amended (the “Code”), and comply, and cause each subsidiary to comply, in all other material
respects with the provisions of ERISA and the Code, and the rules and regulations thereunder, which are applicable to any such plan; provided further that neither the Company nor any subsidiary will permit any event or condition to exist that would
permit any such plan to be terminated under circumstances that would cause any material lien provided for in section 4068 of ERISA to attach to the assets of the Company or any subsidiary; 

(j) Financings. Promptly, fully and in detail, inform the Board of Directors of the Company of any discussions,
offers or contracts relating to possible financings of any nature for the Company, whether initiated by the Company or any other person, except for arrangements with trade creditors in the ordinary course of business; 

(k) Nature of Business. Continue to conduct its business without material change from the nature of the business as
conducted or contemplated as of the date of this Agreement and it will not enter into material transactions not in the ordinary course of business, except as approved by the Board of Directors of the Company, including the unanimous approval of the
directors nominated by the Investors; and 
 (l) D&O Insurance. The Company will maintain a D&O
insurance policy with a recognized, reputable insurance company covering the directors and officers of the Company in amounts customarily carried by similar companies; provided, however, that the minimum coverage shall be at least $1
million and the Company shall increase such coverage prior to an initial public offering of the Company’s stock to at least $10 million in coverage. 

  
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 4.4 Reservation of Common Stock. The Company will at all times reserve and
keep available, solely for issuance and delivery upon the conversion of the Company’s Preferred Stock, all Common Stock issuable from time to time upon such conversion. 
 4.5 Stock Vesting. 
 (a) Unless otherwise approved by the
Board of Directors of the Company or the Compensation Committee of the Board of Directors, all stock options and other stock equivalents issued prior to the date hereof to employees, directors, consultants and other service providers shall retain
their existing vesting terms. 
 (b) Unless otherwise approved by the Board of Directors of the Company or the
Compensation Committee of the Board of Directors, all stock options and other stock equivalents issued after the date hereof to employees, directors, consultants and other service providers shall be subject to vesting as follows: (i) 25% at the
end of the first year following the date of issue, and 2.0833% per month thereafter over the next three (3) years. With respect to any shares of the Company’s capital stock purchased by any such person, the Company’s repurchase
option shall provide that upon such person’s termination of employment or service with the Company, with or without cause, the Company or its assignee (to the extent permissible under applicable securities laws and other laws) shall have the
option to purchase at cost any unvested shares of stock held by such person. 
 4.6 Proprietary Information and Inventions
Agreement. The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form provided to the Investors. 

4.7 Bonus Plans/Extraordinary Payments. The Company shall not, without the approval of the Series F Director, (i) adopt any
bonus or retention plan for employees of the Company containing terms substantially similar to that certain Retention Bonus Plan adopted by the Board of Directors of the Company on March 2, 2006 or otherwise providing for payment to such
employees of any amounts received by the Company in a Liquidating Event or Deemed Liquidation Event (as defined the Company’s Second Amended and Restated Certificate of Incorporation); or (ii) otherwise provide for the payment of any
extraordinary cash payments to employees of the Company; provided, however, that salary and standard annual or performance bonuses for such employees approved by the Compensation Committee of the Board of Directors or payments of severance or other
obligations pursuant to agreements with senior management entered into prior to August 2, 2006 or other payments made in the ordinary course of business shall not require the approval of the Series F Director. 

4.8 Expiration of Covenants. The covenants set forth in this Section 4 shall expire and be of no further force or effect upon
the effectiveness of a Qualified Public Offering. 

  
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 Section 5. 
 VOTING AGREEMENT 
 5.1 Investor Shares. Each of the Investors agrees
to hold all shares of voting capital stock of the Company (including but not limited to all shares of Common Stock issued upon conversion or exercise (as applicable) of the Investor Securities or other preferred stock of the Company) registered in
their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof subject to, and to vote such shares in
accordance with, the provisions of this Section 5. 
 5.2 Common Shares. Each of the Common Holders agrees to hold
all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by them after the date hereof
subject to, and to vote such shares in accordance with, the provisions of this Section 5. 
 5.3 Election of
Directors. Subject to the provisions of Section 5.7, the Board of Directors of the Company will consist of the following persons: (i) James D. Otvos representing the holders of Common Stock; (ii) the Company’s President and
Chief Executive Officer; (iii) Harold S. Lichtin representing the holders of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1
Preferred Stock (collectively, the “Junior Stock”); (iv) two directors to be designated by the holders of a majority of Series D Stock and Series D-1 Stock collectively, who shall initially be Buzz Benson and Richard Y. Lin (the
“Series D Directors”); (v) one director to be designated by Three Arch Capital, L.P., which seat shall initially be vacant (the “Series E Director”); (vi) one director to be designated by Camden Partners Strategic Fund
III, L.P. and Camden Partners Strategic Fund III-A, L.P., who shall initially be Richard M. Johnston (the “Series F Director”) and (vii) two outside directors to be designated by the unanimous vote of the other directors, who shall
initially be Charles A. Sanders and David T. Giddings. Each time the stockholders of the Company meet, or act by written consent in lieu of a meeting, for the purpose of electing the directors to serve on the Company’s Board of Directors, each
Common Holder and each Investor shall vote all shares of the Company’s capital stock owned by such Common Holder or Investor, as the case may be, in order to cause the election of the directors as set forth above. The Investors and Common
Holders shall not vote to remove any director(s) of the Company designated pursuant to this Section 5 unless such removal is requested or consented to by the party(ies) that have the right to designate such director(s) and any vacancy created
by the resignation, removal or death of a director elected pursuant to this Section 5.3, shall be filled by a representative designated as provided above; provided, however, that in the event that such vacancy is caused by the death or
resignation of Otvos or Lichtin, such vacancy shall be filled by a representative of the holders of the Common Stock or the holders of the Junior Stock, respectively, designated by the unanimous vote of the remaining directors other than the Series
D Directors, the Series E Director and the Series F Director, and each Common Holder and Investor shall thereafter vote all shares of the Company’s capital stock owned by such Common Holder or Investor, as the case may be, to elect such
designee. 

  
 23 









 5.4 Binding Effect of Voting Agreement. The voting agreement set forth in this
Section 5 shall be binding upon any transferee of shares of the Company’s stock held by the Investors and Common Holders. Each such transferee shall execute documents assuming the obligations of the transferor under this Section 5
prior to the completion of such transfer. 
 5.5 Legends. Each certificate held by or now issued to the Investors or the
Common Holders, whether now outstanding or subsequently issued, shall be surrendered to the Company for endorsement or be endorsed by the Company prior to its issuance with substantially the following legend (the “Legend”): 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AMONG THE HOLDER OF THESE SECURITIES AND CERTAIN
OTHER HOLDERS OF THE ISSUER’S SECURITIES. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. COPIES OF SUCH VOTING
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.” 
 The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance or otherwise), the Legend from any such
certificate and will place or cause to be placed the Legend on any new certificate issued to the Investors or the Common Holders. 
 5.6 Right of First Refusal/Co-Sale Agreement. Each of the Investors that is a party to that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date
hereof (as such agreement may be amended from time to time) (the “ROFR Agreement”) agrees to not to amend or waive any provision of the ROFR Agreement unless such amendment or waiver applies to all Investors that are a party to the ROFR
Agreement in the same fashion. 
 5.7 Other Rights. Except as provided by this Agreement or any other agreement entered
into in connection with the issuance of the Series D Stock, the Series E Stock or the Series F Stock, each Common Holder and Investor shall exercise the full rights of a holder of capital stock of the Company with respect to any shares of capital
stock held by such Common Holder and Investor, respectively. 
 5.8 Termination of Voting Agreement. The covenants set
forth in this Section 5 shall terminate upon the earlier of (a) the closing of a registration statement for the sale of the Company’s shares of Common Stock in an underwritten public offering registered under the 1933 Act, or
(b) the date ten years from the date hereof. 

  
 24 









 Section 6. 
 MISCELLANEOUS 
 6.1 Ownership. Each Common Holder represents
and warrants to the Investors that (a) such Common Holder now owns the Common Stock, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy or entered into any other
voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof, and (b) such Common Holder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed
and delivered by, and evidences the valid and binding obligation of, such Common Holder enforceable in accordance with its terms. 
 6.2 Further Action. If and whenever the Common Stock is sold, the Common Holder or the personal representative of the Common Holder shall do all things and execute and deliver all documents
and make all transfers, and cause any transferee of the Common Stock to do all things and execute and deliver all documents, as may be necessary to consummate such sale consistent with this Agreement. 

6.3 Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which
will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any
party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense
therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. 

6.4 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of
Delaware as applied to agreements among Delaware residents made and to be performed entirely within the State of Delaware. THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
AGREEMENT. 
 6.5 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. The Company shall not permit the transfer of any certificate of the Company’s stock covered hereby or issue a new
certificate representing such shares of the Company’s stock unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, or a joinder agreement,
pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were an Investor or Common Holder, as applicable. 

6.6 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to
the subjects hereof. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein. 

  
 25 









 6.7 Severability. Any invalidity, illegality or limitation of the enforceability with
respect to any Holder of any one or more of the provisions of this Agreement, or any part thereof, whether arising by reason of the law of any such person’s domicile or otherwise, shall in no way affect or impair the validity, legality or
enforceability of this Agreement with respect to any other Holder. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and
to retain as nearly as practicable the intent of the parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

6.8 Amendment and Waiver. Except as otherwise expressly provided herein, any term of this Agreement may be amended or restated and
the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company and
the Investors, or their transferees, holding at least a majority of the shares of Series D Stock, Series D-1 Stock, Series E Stock and Series F Stock (collectively, “Investor Stock”), voting together as a single group (treated as if
converted at the conversion rate then in effect and including, for such purposes shares of Common Stock into which any shares of Investor Stock shall have been converted that are held by an Investor); provided, however, that any amendment,
restatement or waiver to or of: (i) the rights of the holders of the Series D Stock and Series D-1 Stock, which rights are given solely to such holders (including without limitation Sections 4.3, 5.3 and 6.8), shall also require the written
consent of the Investors, or their transferees, holding at least a majority of the shares of Series D Stock and Series D-1 Stock then outstanding (voting together); (ii) the rights of the holders of the Series E Stock, which rights are given
solely to such holders (including without limitation Sections 4.3, 5.3 and 6.8), shall also require the written consent of the Investors, or their transferees, holding at least a majority of the shares of Series E Stock then outstanding, and
(iii) the rights of the holders of the Series F Stock, which rights are given solely to such holders (including without limitation Sections 2.2, 2.11, 2.14, 4.1, 4.3, 5.3 and 6.8), shall also require the written consent of the Investors, or
their transferees, holding at least a majority of the shares of Series F Stock then outstanding; provided further, however, that no such amendment, restatement or waiver shall reduce the aforesaid percentages of Investor Stock
and Common Stock issued upon conversion thereof required for amendment, restatement or waiver of this Agreement or any term thereof without the consent of the holders of all of such Investor Stock and Common Stock; provided, further,
that any amendment to Section 2.15 (or to Section 2 that would affect the rights of the Common Holders under Section 2.15) shall also require the consent of the holders of at least a majority of the shares of Common Stock issued to,
or issuable upon exercise of options held by, the Common Holders. Any amendment, restatement or waiver effected in accordance with this Section 6.8 shall be binding upon each Common Holder, each Investor and each transferee of the securities
held by any Common Holder or Investor (as well as any subsequent transferees). Notwithstanding this Section 6.8, this Agreement may not be amended or terminated and the observance of any term hereunder may not be waived with respect to any
Investor without the 

  
 26 









 
written consent of such Investor unless such amendment, termination or waiver applies to all Investors in the same fashion. Upon the effectuation of each such amendment, restatement or waiver,
the Company shall promptly give written notice thereof to the Investors and Common Holders who have not previously consented thereto in writing. Notwithstanding anything to the contrary in this Section 6.8, the Company shall be entitled to
include additional purchasers of its Series F Stock as parties to this Agreement by having such additional purchasers execute and deliver an additional counterpart signature page to this Agreement, or a joinder agreement, and all such additional
purchasers shall be deemed “Investors” and “Holders” hereunder. 
 6.9 Delays or Omissions. No delay
or omission to exercise any right, power or remedy accruing to the Company, the Investors, or any transferees upon any breach, default or noncompliance of the Investors or any transferee or the Company under this Agreement, shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent or approval of any kind or character on the part of the Company or the Investors of any breach, default or noncompliance under this Agreement or any waiver on the Company’s or the Investors’ part of any provisions
or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing and that all remedies, either under this Agreement, by law, or otherwise afforded to the Company and the Investors,
shall be cumulative and not alternative. 
 6.10 Notices, etc. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon personal delivery or delivery by express courier service or upon confirmed delivery by facsimile, electronic transmission or telecopy, or on the fifth day (or the tenth day if
to a party with an address outside of the United States) following mailing by registered or certified mail, return receipt requested, postage prepaid, addressed: (a) if to the Company, at: 

LipoScience, Inc. 

2500 Sumner Blvd. 

Raleigh, North Carolina 27616 
 Attention: Timothy J. Williams, Esq., General Counsel 
 Phone: (919) 212-1999

 Fax: (919) 212-1954 
 With a copy to: 
 Helga L. Leftwich, Esq. 

Hutchison Law Group PLLC 
 5410 Trinity Road, Suite 400 
 Raleigh, North Carolina 27607 

Phone: (919) 829-9600 
 Fax: (919) 829-9696 
 or at such other address as the Company shall have furnished to the
Investors in writing, and 

  
 27 









 (b) if to the Series F Investors, at the addresses of such Investors specified on
Exhibit C hereto, or at such other addresses as the Investors shall have furnished to the Company in writing; 
 (c)
if to the Series E Investors, at the addresses of such Investors specified on Exhibit B hereto, or at such other addresses as the Investors shall have furnished to the Company in writing; 

(c) if to a Series D Investor, at such address as the Series D Investor shall have furnished to the Company in writing; and 

(d) if to a Common Holder, at such address as the Common Holder shall have furnished to the Company in writing. 

6.11 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and
are not to be considered in construing this Agreement. 
 6.12 Additional Shares. In the event that subsequent to
the date of this Agreement any shares or other securities are issued on, or in exchange for, any shares of the Company’s stock covered hereunder by reason of any stock dividend, stock split, combination of shares, reclassification or the like,
such shares or securities shall be subject to the terms and provisions of this Agreement. 
 6.13 Covenants of the
Company. The Company agrees to use its commercially reasonable best efforts to ensure that the rights granted hereunder are effective and that the parties hereto enjoy the benefits thereof. Such actions include, without limitation, the use of
the Company’s commercially reasonable best efforts to cause the nomination and election of the directors as provided above. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary, appropriate or reasonably requested by the
holders of a majority of the outstanding voting securities held by the parties hereto, assuming conversion of all outstanding securities, in order to protect the rights of the parties hereunder against impairment. 

6.14 No Liability for Election of Recommended Directors. Neither the Company, the Common Holders, the Investors, nor any officer,
director, stockholder, partner, employee or agent of such party, makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Company’s Board of Directors by virtue of such
party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement. 

6.15 Grant of Proxy. Should the provisions of this Agreement be construed to constitute the granting of proxies, such
proxies shall be deemed coupled with an interest and are irrevocable for the term of the relevant provisions of this Agreement. 

  
 28 









 6.16 Manner of Voting. The voting of shares pursuant to this Agreement may be
effected in person, by proxy, by written consent, or in any other manner permitted by applicable law. 
 6.17
Counterparts. This Agreement may be executed in any number of counterparts, each of which, including facsimile copies, shall be deemed an original, but all of which together shall constitute one instrument. 

6.18 Aggregation of Stock. All Investor Securities, Investor Stock or Registrable Securities (including any shares of Common Stock
issued on conversion thereof), as applicable, held or acquired by affiliated entities or persons shall be aggregated for the purpose of determining the availability of any rights under this Agreement. For the purposes of this Section 6.18, an
affiliated entity or person shall be, with respect to any entity or person, any other entity or person directly or indirectly controlling, controlled by, or under common control with such entity or person. 

6.19 Amended and Restatement of Prior Agreement. This Agreement amends, supersedes and replaces the Prior Agreement in its
entirety, and the execution by the Company and the Requisite Investors shall constitute their consent to such amendment and restatement as required under Sections 2.11 and 6.8 of the Prior Agreement. 

[Signature pages follow.] 

  
 29 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	COMPANY:
	
	LIPOSCIENCE, INC.
		
	By:	 	 /s/ Richard O. Brajer

		 	Richard O. Brajer
		 	President and Chief Executive Officer



  
 30 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	CAMDEN PARTNERS STRATEGIC FUND III, L.P.
		
	By:	 	 Camden Partners Strategic III, LLC,
 its General Partner

		
	By:	 	 Camden Partners Strategic Manager, LLC,
 its Managing Member

		
	By:	 	 /s/ Richard M. Johnston

	Name:	 	Richard M. Johnston
	Title:	 	Managing Member
	
	CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.
		
	By:	 	 Camden Partners Strategic III, LLC,
 its General Partner

		
	By:	 	 Camden Partners Strategic Manager, LLC,
 its Managing Member

		
	By:	 	 /s/ Richard M. Johnston

	Name:	 	Richard M. Johnston
	Title:	 	Managing Member



  
 31 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	THREE ARCH CAPITAL, L.P.
		
	By:	 	TAC Management L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Richard Lin
		 	Richard Lin, Member
	
	TAC ASSOCIATES, L.P.
		
	By:	 	TAC Management L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Richard Lin
		 	Richard Lin, Member



  
 32 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	SIGHTLINE HEALTHCARE FUND III, L.P.
		
	By:	 	SightLineHealthcare Management III, L.P.
	Its:	 	General Partner
		
	By:	 	/s/ Maureen Harder
		 	Maureen Harder, Managing Director
	
	SIGHTLINE HEALTHCARE VINTAGE FUND
		
	By:	 	SightLine Vintage Management, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Maureen Harder
		 	Maureen Harder, Managing Director



  
 33 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	A. M. PAPPAS LIFE SCIENCE VENTURES II, L.P.
		
	By:	 	AMP&A Management II, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Ford S. Worthy
		 	Ford S. Worthy, Partner & CFO



  
 34 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	GE CAPITAL EQUITY INVESTMENTS, INC.
		
	By:	 	/s/ Rafael Torres
		 	Rafael Torres, Vice President
	
	EQUITY INVESTMENT TRUST, A DELAWARE BUSINESS TRUST
		
	By:	 	GE Capital Services Equity Corp.,
	Its:	 	Manager
		
	By:	 	/s/ Lorraine Hliboki
		 	Lorraine Hliboki, Sr. Managing Director



  
 35 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	CHANCELLOR V. L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ Illegible
	Name:	 	 
	Title:	 	 
	
	CHANCELLOR V-A, L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ Illegible
	Name:	 	 
	Title:	 	 
	
	CITIVENTURE 2000, L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ Illegible
	Name:	 	 
	Title:	 	 



  
 36 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	VARIAN, INC.
		
	By:	 	/s/ Garry W. Rogerson
		 	Garry W. Rogerson, President & CEO



  
 37 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	/s/ Jeffrey M. Lipton
	Jeffrey M. Lipton



  
 38 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	THE MARIE BERG TRUST, DTD 12-2-83
		
	By:	 	/s/ Jeremy Berg
	Name:	 	Jeremy Berg
	Title:	 	Trustee



  
 39 









 IN WITNESS WHEREOF, this Amended and Restated Investor Rights Agreement has been duly
executed and delivered by the parties as of the date first above written. 
  

			
	INVESTORS:
	
	/s/ Stephen K. Markham
	Stephen K. Markham



  
 40 









 EXHIBIT A 
 Schedule of Series D Investors 
 Arasaratnam, Thirumurugan 

Armitage, Ian M. 
 The Marie Berg Trust, DTD
12-2-83 
 Davis, Anne G. 
 DiGilio,
Christopher 
 DiGilio, John D. 

DiGilio, Theodore M. and Elaine J. DiGilio 

Doggett, Jane 
 Doggett, Mark P. 

Doggett, Michael S. 
 Drutz, David J. 

Drutz, Jonathan Morris 
 Equity Asset Investment
Trust 
 Fulton, III, William H. and Barbara E. Fulton 
 Harold S. Lichtin Family LP 
 Jeyarajah, Elias J. 

Jeyarajah, Shanthini 
 Jones, Steven C.

 Lawrence & Company Inc. 

Lindsey, Jonathan S. 
 Lorraine, Matthew J.
Lorraine 
 Lorraine, Michael P. Lorraine 
 Lorraine, Peter A. Lorraine 
 Mahalingam, Satkunakumar 

Markham, Stephen K. 
 Mattox, Jr., James D.

 McCutchen, Doyle, Brown & Enersen LLP 
 Mitchell, Jerry E. 
 Mitchell, John F. 
 Mudra, Stephen 
 Murray, John and Coralie Eddy Murray TTEES, U/A/D 5-9-94 As Amended, Creating the
Murray Family Trust 
 Neeb, Robert W. 

Nithianandarajah, Elias 
 Northcreek Capital
Partners, LLC 
 Osgood, Richard H. & Catherine F. Osgood TTEES for the Osgood Family Trust UAD 4/14/2000 

Pacific Rim Life Science No. 2 Investment Partnership 
 Palladin Opportunity Fund LLC 
 Presnell, III, Lacy M. and Sydnor C. Presnell 

Rajendra, Clement 
 Ranjithan, N. A. 







 Ranjithan, Vimala 
 LMWW C/F FBO Robert Rosenson SEP IRA 
 Smith Barney FBO Ronald H. Rosenson IRA Rollover 

Satellite Healthcare 
 SightLine Healthcare Fund
III, L.P. 
 Stanton, Sr., Frank Ronald 

Stone, K. C. 
 TAC Associates, L.P. 

Taylor, John F. and Gail S. Taylor 
 Three Arch
Capital, L.P. 
 Westover Partners 

Wetzel, Ronald and Lucy Wetzel 







 EXHIBIT B 
 Schedule of Series E Investors 
 Three Arch Capital, L.P. 

TAC Associates, L.P. 
 SightLine Healthcare Fund
III, L.P. 
 GE Capital Equity Investments, Inc. 
 Charles A. Sanders 
 A. M. Pappas Life Science Ventures II, L.P. 

Ian M. Armitage 
 Daniel C. Arnold 

Elias J. Jeyarajah 
 Shanthini Jeyarajah

 Robert B. Johnson and Melissa R. Johnson, JT TEN 
 The Frank H. Lamson-Scribner, Jr. Trust Under Deed of Trust Dated October 13, 1982 

Lawrence & Company Inc. 
 James D.
Mattox, Jr. 
 Robert W. Neeb 

Northcreek Capital Partners, LLC 
 Palladin
Opportunity Fund LLC 
 Lacy M. Presnell, III and Sydnor Cozart, JT TEN 
 Satellite Healthcare 
 William A. Schreyer 
 Robert W. Spearman and Patricia H., JT TEN 
 Michael Zapata, III and Lisa Painter, JT TEN

 Qun Zhou and Gong Shen, JT TEN 

Chancellor V, L.P. 
 Chancellor V-A, L.P.

 Citiventure 2000, L.P. 
 Jeffrey M.
Lipton 
 Varian, Inc. 







 EXHIBIT C 
 Schedule of Series F Investors 
 A.M. Pappas Life Science Ventures II, LP 

Camden Partners Strategic Fund III, L.P. 
 Camden
Partners Strategic Fund III-A, L.P. 
 Chancellor V, L.P. 
 Chancellor V-A, L.P. 
 Citiventure 2000, L.P. 

GE Capital Equity Investments, Inc. 
 SightLine
Healthcare Fund III, LP 
 SightLine Healthcare Vintage Fund 
 Three Arch Capital, L.P. 
 TAC Associates, L.P. 

Varian, Inc. 
 Jeffrey M. Lipton 

The Marie Berg Trust 
 Stephen K. Markham








 EXHIBIT D 
 Schedule of Common Holders 
  

					
	 Holder
	  	Shares of Capital Stock Held	 
	 Crawford, Dorothy Ann
	  	 	800	  
		
	 Farkas, Beverly A.
	  	 	15,004	  
		
	 Irrevocable Trust Agmt. Between Richard Anthony Franco, Grantor, and Richard Anthony Franco, Jr., TTEE Dtd. 12-20-01, FBO Alyssa
Marie Franco
	  	 	4,000	  
		
	 Franco, Danielle
	  	 	64,000	  
		
	 Franco, Dianne M.
	  	 	37,124	  
		
	 Franco, Richard A.
	  	 	271,466	  
		
	 Franco, Jr., Richard A. and Kathleen S. Franco
	  	 	64,000	  
		
	 Irrevocable Trust Agmt. Between Richard Anthony Franco, Grantor, and Richard Anthony Franco, Jr., TTEE Dtd. 12-20-01, FBO Richard
Anthony Franco
	  	 	4,000	  
		
	 Harpold, Michael A.
	  	 	14,620	  
		
	 Harpold, Peggy
	  	 	26,666	  
		
	 Harpold, Terry A.
	  	 	15,004	  
		
	 Huddleston, Michelle
	  	 	2,400	  
		
	 Humann, Diane and Greg Humann
	  	 	9,065	  
		
	 Markham, Allyson Rae
	  	 	70,667	  
		
	 Irrevocable Trust Agmt. Between Stephen Keith Markham, Grantor, and Diane Ruth Humann, TTEE Dtd 12-27-01, FBO Ashley Rae
Markham
	  	 	8,320	  
		
	 Irrevocable Trust Agmt. Between Stephen Keith Markham, Grantor, and Diane Ruth Humann, TTEE Dtd 12-27-01, FBO Emily Ann
Markham
	  	 	8,320	  
		
	 Markham, Glen and Stephanie Markham
	  	 	800	  
		
	 Irrevocable Trust Agmt. Between Stephen Keith Markham, Grantor, and Diane Ruth Humann, TTEE Dtd 12-27-01, FBO Jillian Lela
Markham
	  	 	8,320	  









					
	 Holder
	  	Shares of Capital Stock Held	 
	 Irrevocable Trust Agmt. Between Stephen Keith Markham, Grantor, and Diane Ruth Humann, TTEE Dtd 12-27-01, FBO Joshua Hartley
Markham
	  	 	8,320	  
		
	 Markham, Keith and Lela Markham
	  	 	1,760	  
		
	 Markham, Stephen K.
	  	 	108,396	  
		
	 Irrevocable Trust Agmt. Between Stephen Keith Markham, Grantor, and Diane Ruth Humann, TTEE Dtd 12-27-01, FBO Stephen Keith
George Markham
	  	 	8,320	  
		
	 Otvos, Allan G.
	  	 	2,288	  
		
	 Otvos, James D.
	  	 	934,702	  
		
	 Irrevocable Trust Agmt. Between James D. Otvos, Grantor, and Laura D. Hibbert, TTEE Dtd 12/17/01, FBO Jennifer Anne
Otvos
	  	 	169,088	  
		
	 Otvos, Sally S.
	  	 	371,480	  
		
	 Irrevocable Trust Agmt. Between James D. Otvos, Grantor, and Laura D. Hibbert, TTEE Dtd 12/17/01, FBO Sarah Allene
Otvos
	  	 	169,088	  
		
	 Rossi, Sandra S.
	  	 	2,288	  
		
	 Sessions, Nancy
	  	 	160	  
		
	 Stanton, Jr., Frank R.
	  	 	2,400	  
		
	 Stanton, Sr., Frank Ronald
	  	 	95,006	  
		
	 Stanton, Sr., Frank Ronald and Molly Elder Stanton
	  	 	15,882	  
		
	 Stanton, John A.
	  	 	2,400	  
		
	 Turner, Linda
	  	 	2,288	  
		  	 	 	 
	 TOTALS
	  	 	2,518,442	  
		  	 	 	 








 LIPOSCIENCE, INC. 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 THIS FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “First Amendment”) is effective as of October 28, 2010 by and among LipoScience, Inc., a Delaware corporation (the “Company”), and the undersigned holders of
at least a majority of the outstanding shares of the Company’s Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a single group on an as-converted basis
(collectively, the “Investors” and together with the Company, the “Parties”). 
 WHEREAS, the
Parties and certain other individuals and entities are parties to a Second Amended and Restated Investor Rights Agreement, dated August 2, 2006 (the “Investor Rights Agreement”); and 

WHEREAS, pursuant to Section 6.8 of the Investor Rights Agreement, the Parties desire to amend the Investor Rights Agreement in the
manner and to the extent set forth herein. 
 NOW, THEREFORE, the Parties hereby agree as follows: 

1. Defined Terms. Capitalized terms used herein that are not otherwise defined shall have the meaning given to them in the
Investor Rights Agreement. 
 2. Amendment to Section 5.3. Section 5.3(vii) of the Investor Rights Agreement is
deleted in its entirety and replaced with the following: 
 “(vii) three outside directors to be designated
by the vote of at least seventy percent (70%) of the other directors then in office.” 
 3. Effect of First
Amendment. The provisions of the Investor Rights Agreement are amended and modified by the provisions of this First Amendment. If any provisions of the Investor Rights Agreement are different from or inconsistent with any of the provisions of
this First Amendment, the provisions of this First Amendment shall control, and the provisions of the Investor Rights Agreement shall, to the extent of such difference or inconsistency, be amended and modified. 

4. Single Agreement. This First Amendment and the Investor Rights Agreement shall constitute and be construed as a single
agreement. 
 5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 







 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	LIPOSCIENCE, INC.
		
	By:	 	/s/ Richard O. Brajer
		 	Richard O. Brajer
		 	President & Chief Executive Officer









 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	THREE ARCH CAPITAL, L.P.
		
	By:	 	TAC Management L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Richard Lin
	Name:	 	 
	Title:	 	 
	
	TAC ASSOCIATES, L.P.
		
	By:	 	TAC Management L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Richard Lin
	Name:	 	 
	Title:	 	 









 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	CAMDEN PARTNERS STRATEGIC FUND III, L.P.
		
	By:	 	 Camden Partners Strategic III, LLC,
 its General Partner

		
	By:	 	 Camden Partners Strategic Manager, LLC,
 its Managing Member

		
	By:	 	/s/ Richard M. Johnston
	Name:	 	Richard M. Johnston
	Title:	 	Managing Member
	
	CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.
		
	By:	 	 Camden Partners Strategic III, LLC,
 its General Partner

		
	By:	 	 Camden Partners Strategic Manager, LLC,
 its Managing Member

		
	By:	 	/s/ Richard M. Johnston
	Name:	 	Richard M. Johnston
	Title:	 	Managing Member









 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	SIGHTLINE HEALTHCARE FUND III, L.P.
		
	By:	 	SightLineHealthcare Management III, L.P.
	Its:	 	General Partner
		
	By:	 	/s/ Buzz Benson
	Name:	 	 
	Title:	 	 
	
	SIGHTLINE HEALTHCARE VINTAGE FUND
		
	By:	 	SightLineHealthcare Management III, L.P.
	Its:	 	General Partner
		
	By:	 	/s/ Buzz Benson
	Name:	 	 
	Title:	 	 









 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	CHANCELLOR V. L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ E. Lohrasbpour
	Name:	 	E. Lohrasbpour
	Title:	 	General Partner
	
	CHANCELLOR V-A, L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ E. Lohrasbpour
	Name:	 	E. Lohrasbpour
	Title:	 	General Partner
	
	CITIVENTURE 2000, L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ E. Lohrasbpour
	Name:	 	E. Lohrasbpour
	Title:	 	General Partner









 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	A. M. PAPPAS LIFE SCIENCE VENTURES II, L.P.
		
	By:	 	AMP&A Management II, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Ford S. Worthy
	Name:	 	Ford S. Worthy
	Title:	 	Partner and CEO









 SEPARATE SIGNATURE PAGE TO 

FIRST AMENDMENT TO SECOND AMENDEND 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED OCTOBER 28, 2010

  

			
	GE CAPITAL EQUITY INVESTMENTS, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	 EQUITY INVESTMENT TRUST, A DELAWARE
 BUSINESS TRUST

		
	By:	 	GE Capital Services Equity Corp.,
	Its:	 	Manager
		
	By:	 	 
	Name:	 	 
	Title:	 	 









 LIPOSCIENCE, INC. 

SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 THIS SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Second Amendment”) is effective as of March 11, 2011 by and among LipoScience, Inc., a Delaware corporation (the “Company”), and the undersigned holders of at
least a majority of the outstanding shares of the Company’s Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a single group on an as-converted basis (collectively,
the “Investors” and together with the Company, the “Parties”). 
 WHEREAS, the Parties and
certain other individuals and entities are parties to a Second Amended and Restated Investor Rights Agreement, dated August 2, 2006, as amended (the “Investor Rights Agreement”); and 

WHEREAS, pursuant to Section 6.8 of the Investor Rights Agreement, the Parties desire to amend the Investor Rights Agreement in the
manner and to the extent set forth herein. 
 NOW, THEREFORE, the Parties hereby agree as follows: 

1. Defined Terms. Capitalized terms used herein that are not otherwise defined shall have the meaning given to them in the
Investor Rights Agreement. 
 2. Amendment to Section 5.3. Section 5.3 of the Investor Rights Agreement is
hereby deleted in its entirety and replaced with the following: 
 “Election of Directors. Subject to
the provisions of Section 5.7, the Board of Directors of the Company will consist of the following persons: (i) the Company’s President and Chief Executive Officer; (ii) Charles A. Sanders representing the holders of the
Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock (collectively, the “Junior Stock”); (iii) two directors
to be designated by the holders of a majority of Series D Stock and Series D-1 Stock collectively, currently designated as Buzz Benson and Roderick A. Young (the “Series D Directors”); (iv) one director to be designated by Three Arch
Capital, L.P., which seat shall initially be vacant (the “Series E Director”); (v) one director to be designated by Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P., currently designated as
Christopher W. Kersey (the “Series F Director”) and (vi) four outside directors to be designated by the vote of at least seventy percent (70%) of the other directors then in office. Each time the stockholders of the Company meet,
or act by written consent in lieu of a meeting, for the purpose of electing the directors to serve on the Company’s Board of Directors, each Common Holder and each Investor shall vote all shares of the Company’s capital stock owned by such
Common Holder or 







 
Investor, as the case may be, in order to cause the election of the directors as set forth above. The Investors and Common Holders shall not vote to remove any director(s) of the Company
designated pursuant to this Section 5 unless such removal is requested or consented to by the party(ies) that have the right to designate such director(s) and any vacancy created by the resignation, removal or death of a director elected
pursuant to this Section 5.3, shall be filled by a representative designated as provided above.” 
 3. Effect of
Second Amendment. The provisions of the Investor Rights Agreement are amended and modified by the provisions of this Second Amendment. If any provisions of the Investor Rights Agreement are different from or inconsistent with any of the
provisions of this Second Amendment, the provisions of this Second Amendment shall control, and the provisions of the Investor Rights Agreement shall, to the extent of such difference or inconsistency, be amended and modified. 

4. Single Agreement. This Second Amendment and the Investor Rights Agreement shall constitute and be construed as a single
agreement. 
 5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. 







 SEPARATE SIGNATURE PAGE TO 

SECOND AMENDMENT TO SECOND AMENDED 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED MARCH 11, 2011

  

			
	LIPOSCIENCE, INC.
		
	By:	 	/s/ Richard O. Brajer
		 	Richard O. Brajer
		 	President & Chief Executive Officer









 SEPARATE SIGNATURE PAGE TO 

SECOND AMENDMENT TO SECOND AMENDEND 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED MARCH 11, 2011

  

			
	THREE ARCH CAPITAL, L.P.
		
	By:	 	TAC Management L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Richard Lin
	Name:	 	Richard Lin
	Title:	 	Member
	
	TAC ASSOCIATES, L.P.
		
	By:	 	TAC Management L.L.C.
	Its:	 	General Partner
		
	By:	 	/s/ Richard Lin
	Name:	 	Richard Lin
	Title:	 	Member









 SEPARATE SIGNATURE PAGE TO 

SECOND AMENDMENT TO SECOND AMENDEND 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED MARCH 11, 2011

  

			
	CAMDEN PARTNERS STRATEGIC FUND III, L.P.
		
	By:	 	 Camden Partners Strategic III, LLC,
 its General Partner

		
	By:	 	 Camden Partners Strategic Manager, LLC,
 its Managing Member

		
	By:	 	/s/ Richard M. Berkeley
	Name:	 	Richard M. Berkeley
	Title:	 	Managing Director
	
	CAMDEN PARTNERS STRATEGIC FUND III-A, L.P.
		
	By:	 	 Camden Partners Strategic III, LLC,
 its General Partner

		
	By:	 	 Camden Partners Strategic Manager, LLC,
 its Managing Member

		
	By:	 	/s/ Richard M. Berkeley
	Name:	 	Richard M. Berkeley
	Title:	 	Managing Director









 SEPARATE SIGNATURE PAGE TO 

SECOND AMENDMENT TO SECOND AMENDEND 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED MARCH 11, 2011

  

			
	SIGHTLINE HEALTHCARE FUND III, L.P.
		
	By:	 	SightLineHealthcare Management III, L.P.
	Its:	 	General Partner
		
	By:	 	/s/ Buzz Benson
	Name:	 	Buzz Benson
	Title:	 	 Managing Director of SightLine
 Partners, GP of GP

	
	SIGHTLINE HEALTHCARE VINTAGE FUND
		
	By:	 	SightLineVintage Management, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Buzz Benson
	Name:	 	Buzz Benson
	Title:	 	 Managing Director of SightLine
 Partners, GP of GP










 SEPARATE SIGNATURE PAGE TO 

SECOND AMENDMENT TO SECOND AMENDEND 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED MARCH 11, 2011

  

			
	CHANCELLOR V. L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ E. Lohrasbpour
	Name:	 	E. Lohrasbpour
	Title:	 	General Partner
	
	CHANCELLOR V-A, L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ E. Lohrasbpour
	Name:	 	E. Lohrasbpour
	Title:	 	General Partner
	
	CITIVENTURE 2000, L.P.
	By:	 	IPC Direct Associates, V, LLC,
	Its:	 	General Partner
		
	By:	 	INVESCO Private Capital, Inc.,
	Its:	 	Managing Member
		
	By:	 	/s/ E. Lohrasbpour
	Name:	 	E. Lohrasbpour
	Title:	 	General Partner









 SEPARATE SIGNATURE PAGE TO 

SECOND AMENDMENT TO SECOND AMENDEND 
 AND RESTATED INVESTOR RIGHTS AGREEMENT 
 DATED MARCH 11, 2011

  

			
	A. M. PAPPAS LIFE SCIENCE VENTURES II, L.P.
		
	By:	 	AMP&A Management II, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Ford S. Worthy
	Name:	 	Ford S. Worthy
	Title:	 	Partner and CFO