Amended and Restated Investors Rights Agreement



 Exhibit 4.2 

 
  
  

 
  
  

 
 EXTEND HEALTH, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
 February 27, 2009 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	 Section 1 Definitions
	  	 	1	  
			
	 1.1
	 	Certain Definitions	  	 	1	  
		
	 Section 2 Registration Rights
	  	 	3	  
			
	 2.1
	 	Requested Registration	  	 	3	  
	 2.2
	 	Company Registration	  	 	6	  
	 2.3
	 	Registration on Form S-3	  	 	7	  
	 2.4
	 	Expenses of Registration	  	 	8	  
	 2.5
	 	Registration Procedures	  	 	8	  
	 2.6
	 	Indemnification	  	 	9	  
	 2.7
	 	Information by Holder	  	 	11	  
	 2.8
	 	Restrictions on Transfer	  	 	11	  
	 2.9
	 	Rule 144 Reporting	  	 	13	  
	 2.10
	 	Market Stand-Off Agreement	  	 	13	  
	 2.11
	 	Delay of Registration	  	 	14	  
	 2.12
	 	Transfer or Assignment of Registration Rights	  	 	14	  
	 2.13
	 	Limitations on Subsequent Registration Rights	  	 	14	  
	 2.14
	 	Termination of Registration Rights	  	 	14	  
		
	 Section 3 Covenants of the Company
	  	 	14	  
			
	 3.1
	 	Basic Financial Information and Inspection Rights	  	 	14	  
	 3.2
	 	Indemnification of Directors	  	 	15	  
	 3.3
	 	Board of Directors	  	 	15	  
	 3.4
	 	Confidentiality	  	 	15	  
	 3.5
	 	Termination of Covenants	  	 	15	  
		
	 Section 4 Right of First Refusal
	  	 	15	  
			
	 4.1
	 	Right of First Refusal to Significant Holders	  	 	15	  
		
	 Section 5 Miscellaneous
	  	 	17	  
			
	 5.1
	 	Amendment	  	 	17	  
	 5.2
	 	Notices	  	 	18	  
	 5.3
	 	Governing Law	  	 	18	  
	 5.4
	 	Successors and Assigns	  	 	18	  
	 5.5
	 	Entire Agreement	  	 	19	  
	 5.6
	 	Delays or Omissions	  	 	19	  
	 5.7
	 	Severability	  	 	19	  
	 5.8
	 	Titles and Subtitles	  	 	19	  
	 5.9
	 	Counterparts	  	 	19	  
	 5.10
	 	Telecopy Execution and Delivery	  	 	19	  
	 5.11
	 	Jurisdiction; Venue	  	 	19	  
	 5.12
	 	Further Assurances	  	 	19	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 5.13
	 	Termination Upon Change of Control	  	 	20	  
	 5.14
	 	Conflict	  	 	20	  
	 5.15
	 	Attorneys’ Fees	  	 	20	  
	 5.16
	 	Aggregation of Stock	  	 	20	  
	 5.17
	 	Amendment of Prior Agreement	  	 	20	  


  
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 EXTEND HEALTH, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
 This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of February 27, 2009, by and among Extend Health, Inc., a Delaware corporation (the
“Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this
Agreement have the meanings ascribed to them in Section 1. 
 RECITALS 

WHEREAS: The Company and certain of the Investors entered into an Investors’ Rights Agreement dated July 27, 2007 (the
“Prior Agreement”); 
 WHEREAS: Substantially concurrent with the execution hereof, certain stockholders
of the Company are selling and/or transferring certain of their shares of the Company’s Series A Preferred Stock and Series B Preferred Stock to certain Investors pursuant to one or more purchase or transfer agreements, each of even date
herewith (the “Transfer Agreements”); 
 WHEREAS: The Company and the Investors desire to amend and
restate the Prior Agreement in its entirety pursuant to Section 5.1 of the Prior Agreement and to accept the rights and obligations created pursuant hereto in lieu of such previously granted rights and obligations; 

WHEREAS: Section 5.1 of the Prior Agreement provides that the Prior Agreement and any term thereof may only be amended,
waived, discharged or terminated by a written instrument referencing the Prior Agreement and signed by the Company and the Holders holding 66.7% of the Registrable Securities (the “Requisite Investors”) and the undersigned
signatories constitute the Company and the Requisite Investors; and 
 WHEREAS: In connection with the Transfer
Agreements, the Company and the Investors have agreed to enter into this Agreement. 
 NOW, THEREFORE: In consideration
of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 
 Section 1 
 Definitions 

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: 

(a) “Agreement” shall have the meaning set forth in the introductory paragraph hereto. 

(b) “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering
the Securities Act. 
 (c) “Common Stock” means the Common Stock of the Company. 







 (d) “Company” shall have the meaning set forth in the introductory
paragraph hereto. 
 (e) “Conversion Stock” shall mean shares of Common Stock issued upon conversion of the
Series A Preferred Stock and Series B Preferred Stock. 
 (f) “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time. 
 (g) “Holder” shall mean any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been duly
and validly transferred in accordance with Section 2.12 of this Agreement. 
 (h) “Indemnified
Party” shall have the meaning set forth in Section 2.6(c) hereto. 
 (i) “Indemnifying Party”
shall have the meaning set forth in Section 2.6(c) hereto. 
 (j) “Initial Public Offering” shall mean the
closing of the Company’s first firm commitment underwritten public offering of the Company’s Common Stock registered under the Securities Act. 
 (k) “Initiating Holders” shall mean any Holder or Holders who in the aggregate hold not less than thirty percent (30%) of the outstanding Registrable Securities. 

(l) “Investor(s)” shall have the meaning set forth in the introductory paragraph hereto. 

(m) “New Securities” shall have the meaning set forth in Section 4.1(a) hereto. 

(n) “Prior Agreement” shall have the meaning set forth in the Recitals hereto. 

(o) “Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of
the Shares and (ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above; provided, however, that Registrable Securities shall
not include any shares of Common Stock described in clause (i) or (ii) above which have previously been registered or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold
in a private transaction in which the transferor’s rights under this Agreement are not validly assigned in accordance with this Agreement. 
 (p) The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. 
 (q) “Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling
Expenses, fees and disbursements of counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event by the Company. 

  
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 (r) “Requisite Investors” shall have the meaning set forth in the Recitals
hereto. 
 (s) “Restricted Securities” shall mean any Registrable Securities required to bear the first legend
set forth in Section 2.8(c) hereof. 
 (t) “Rule 144” shall mean Rule 144 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. 
 (u) “Rule 145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be
promulgated by the Commission 
 (v) “Rule 415” shall mean Rule 415 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. 
 (w) “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in
effect from time to time. 
 (x) “Selling Expenses” shall mean all underwriting discounts, selling commissions
and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder. 

(y) “Series A Preferred Stock” shall mean the shares of Series A Preferred Stock of the Company. 

(z) “Series B Preferred Stock” shall mean the shares of Series B Preferred Stock of the Company. 

(aa) “Shares” shall mean the Company’s Series A Preferred Stock and Series B Preferred Stock. 

(bb) “Significant Holders” shall have the meaning set forth in Section 4.1 hereof. 

(cc) “Transfer Agreements” shall have the meaning set forth in the Recitals hereto. 

(dd) “Withdrawn Registration” shall mean a forfeited demand registration under Section 2.1 in accordance with the
terms and conditions of Section 2.4. 
 Section 2 

Registration Rights 
 2.1 Requested Registration. 
 (a) Request for Registration. Subject
to the conditions set forth in this Section 2.1, if the Company shall receive from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or a part of the Registrable
Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders), the Company will: 

  
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 (i)    promptly give written notice of the proposed registration to all
other Holders; and 
 (ii)    as soon as practicable, file and use its commercially reasonable efforts to
effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or
facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are
specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered. 
 (b) Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1: 

(i)    Prior to one hundred eighty (180) days following the effective date of the first registration statement
filed by the Company covering an underwritten offering of any of its securities to the general public (or such earlier or subsequent date on which all market stand-off agreements applicable to the offering have terminated); 

(ii)    If the Initiating Holders, together with the holders of any other securities of the Company entitled to
inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less
than $20,000,000; 
 (iii)    In any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(iv)    If the Initiating Holder is Psilos Group Partners III, L.P. (“Psilos”), after the Company
has already initiated one (1) such registration per request by Psilos pursuant to this Section 2.1; 

(v)    If the Initiating Holder is Revolution Extend Holdings LLC (“Revolution”), after the Company
has already initiated one (1) such registration per request by Revolution pursuant to this Section 2.1; 

(vi)    During the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the
offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; and 

(vii)    If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately
registered on Form S-3 pursuant to a request made under Section 2.3 hereof. 

  
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 (c) Deferral. If (i) in the good faith judgment of the Board of Directors of the
Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be detrimental to the Company and the Board concludes, as a result, that it is in the best interests of the Company to defer the
filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be detrimental to the
Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in
Section 2.1(b)(v) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, and, provided further, that the Company shall not
defer its obligation in this manner more than two (2) times in any twelve-month period. 
 (d) Other Shares. The
registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

 (e) Underwriting. 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 2.1 and the Company shall include such information in the written notice given pursuant to Section 2.1(a)(i). In such
event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of
such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request
inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or
such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10).
The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters
selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders. 
 Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be
underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro
rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account,
or for the account of other holders or employees of the Company. 
 If a person who has requested inclusion in such registration
as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from
registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in
such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling 

  
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Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount
equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above. 

2.2 Company Registration. 
 (a) Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration
pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or
a registration on any registration form that does not permit secondary sales, the Company will: 

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

(ii)    use its commercially reasonable efforts to include in such registration (and any related qualification under
blue sky laws or other compliance), except as set forth in Section 2.2(d) below, and in any underwriting involved therein, all of such Registrable Securities as are specified in a written request or requests made by any Holder or Holders
received by the Company within ten (10) days after such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities. 

(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 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall
(together with the Company, the Other Selling Stockholders and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement
in customary form with the representative of the underwriter or underwriters selected by the Company. 
 If a person who has
requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other
securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it
under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. 
 (d) Limitations on Piggy-Back Registration. Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company that marketing factors require a limitation on the
number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of
securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for


  
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securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of
Registrable Securities held by such Holders, assuming conversion; and (iii) third, to the Other Selling Stockholders (if any) requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares
held by such Other Selling Stockholders, assuming conversion; provided however, that in no event shall the number of Registrable Securities to be included in the offering and registration be reduced below twenty percent (20%) of the
total number of securities included in such offering and registration (other than the Initial Public Offering, in which case all Registrable Securities may be excluded upon such determination by the underwriters). 

2.3 Registration on Form S-3. 
 (a) Request for Form S-3 Registration. After its initial public offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or
successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, if the Company
shall receive from a Holder or Holders of Registrable Securities a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (such
request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect to such Registrable Securities
as required by Section 2.1(a)(i) and (ii). 
 (b) Limitations on Form S-3 Registration. The Company shall not be
obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: 

(i)    In the circumstances described in either Sections 2.1(b)(i) or 2.1(b)(iii); 

(ii)    With respect to any request by a Holder, in the event that such Holder has exercised its respective rights
pursuant to either Section 2.1(b)(iv) or 2.1(b)(v), as applicable, and the registration statement with respect to the Registrable Securities to be registered pursuant to either Section 2.1(b)(iv) or 2.1(b)(v), as applicable, has been
declared effective; 
 (iii)    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) on Form S-3 and the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related
to the issuance) are less than $5,000,000; or 
 (iv)    If, in a given six-month period, the Company has
effected one (1) such registration in such period. 
 (c) Deferral. The provisions of Section 2.1(c) shall apply
to any registration pursuant to this Section 2.3. 
 (d) Underwriting. If the Holders of Registrable Securities
requesting registration under this Section 2.3 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Section 2.1(e) shall apply to such registration. Notwithstanding
anything contained herein to the contrary, registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration or registrations effected pursuant to Section 2.1. 

  
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 2.4 Expenses of Registration. All Registration Expenses incurred in connection with
registrations pursuant to Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to
Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the
minimum offering conditions set forth in Sections 2.1 and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so
registered), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 2.1; provided, however, in the event that a withdrawal by the Holders is based
upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration
under Section 2.1, such registration shall not be treated as a counted registration for purposes of Section 2.1 hereof, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to
securities registered on behalf of the Holders shall be borne by the holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered. 

2.5 Registration Procedures. In the case of each registration effected by the Company pursuant to Section 2, the Company
will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially reasonable efforts to: 

(a) Register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such
jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions; 
 (b) Furnish, on the date that such Registrable Securities are delivered to the underwriters
for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; 
 (c) Keep such registration effective for a period of ending on the earlier of the date which is ninety (90) days from the effective date of the registration statement or such time as the Holder or
Holders have completed the distribution described in the registration statement relating thereto; 
 (d) To the extent the
Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any request for registration is submitted to the Company in accordance with Section 2.3, (i) if so requested,
file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) to effect such registration, and (ii) remain a WKSI (and not become an ineligible
issuer (as defined in Rule 405 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective in accordance with this Agreement; 

(e) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection
(a) above; 

  
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 (f) Furnish such number of prospectuses, including any preliminary prospectuses, and other
documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; 
 (g) If at any time when the Company is required to re-evaluate its WKSI status for purposes of an automatic shelf registration statement used to effect a request for registration in accordance with
Section 2.3 (i) the Company determines that it is not a WKSI, (ii) the registration statement is required to be kept effective in accordance with this Agreement, and (iii) the registration rights of the applicable Holders have
not terminated, promptly amend the registration statement onto a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise
applicable under this Agreement; 
 (h) Provide a transfer agent and registrar for all Registrable Securities registered
pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; 
 (i) Otherwise comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period
of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;

 (j) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which
similar securities issued by the Company are then listed; and 
 (k) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 2.1 hereof, enter into an underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains reasonable and
customary provisions, and provided further, that each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 

2.6 Indemnification. 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal counsel and accountants and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls within
the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement
(or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such
registration, qualification or compliance, (ii) 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, or (iii) any violation (or
alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the 

  
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Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, and the Company will reimburse each
such Holder, each of its officers, directors, partners, legal counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability,
or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such Holder’s officers, directors, partners, legal counsel or accountants, any person
controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 2.6(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). 

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company’s securities
covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each
person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or
incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or
alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel and
accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to
the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims,
losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this
Section 2.6 exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder. 
 (c) Each party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation
resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 2.6, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the 

  
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consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing
and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. 
 (d) If the
indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. No person
or entity will be required under this Section 2.6(d) to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by such person or entity. No
person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 

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

2.7 Information by Holder. Each Holder of Registrable Securities shall furnish to the Company such information regarding such
Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Section 2.

 2.8 Restrictions on Transfer. 
 (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make
any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company
to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and, except for transfers permitted under
Section 2.8(b), (y): 
 (i)    There is then in effect a registration statement under the Securities
Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 

  
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 (ii)    Such Holder shall have given prior written notice to the
Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, such Holder shall have furnished the Company, at its
expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action”
letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted
Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. 
 (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership; (ii) transactions involving the distribution without consideration of Restricted Securities by any
Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation, partnership or limited liability company, (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity
owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general
partners or managing members of, or shares the same management company with, such Holder; or (iii) transfers in compliance with Rule 144(k), as long as the Company is furnished with satisfactory evidence of compliance with such Rule;
provided, in each case, that the Holder thereof shall give written notice to the Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and
circumstances of the proposed disposition. 
 (c) Each certificate representing Registrable Securities shall (unless otherwise
permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws): 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND
RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE
SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 

  
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 The Holders consent to the Company making a notation on its records and giving instructions
to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. 
 (d) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer
instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under
the Securities Act, (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act,
or (iii) such holder provides the Company with reasonable assurances, which shall, at the option of the Company, include an opinion of counsel satisfactory to the Company, that such securities can be sold pursuant to Section (k) of
Rule 144 under the Securities Act. 
 2.9 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to: 

(a) Make and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; 

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting requirements; and 
 (c) So long as a Holder owns any
Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the
effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to
sell any such securities without registration. 
 2.10 Market Stand-Off Agreement. Each Holder shall not sell or
otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by such Holder
(other than those included in the registration) during the period of duration specified by the managing underwriter for the Company’s Initial Public Offering, provided that all officers and directors of the Company that are holders of at
least two percent (2%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely to employee benefit
plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such period. Each
Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2.10. 

  
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 2.11 Delay of Registration. No Holder shall have any right to take any action to
restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

2.12 Transfer or Assignment of Registration Rights. The rights to cause the Company to register securities granted to a
Holder by the Company under this Section 2 may be transferred or assigned by a Holder only to a transferee or assignee of Registrable 

Securities which (a) is a subsidiary, parent, general partner, limited partner, former partner, member or former member of a Holder, is an affiliate
(as defined under Rule 144 promulgated under the Securities Act) or any entity under common investment management with the transferring Holder, (b) is a Holder’s family member or trust for the benefit of an individual Holder,
(c) acquires at least one hundred thousand (100,000) shares of Registrable Securities (subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), or (d) receives at least 50% of the
shares of Series B Preferred originally issued to any Major Investor; provided that (i) any such transfer or assignment of Registrable Securities made pursuant to clause (c) or (d) of this Section 2.12 is effected in
accordance with the terms of Section 2.8 hereof, the Right of First Refusal and Co-Sale Agreement, and applicable securities laws, (ii) the Company is given written notice prior to said transfer or assignment, stating the name and address
of the transferee or assignee and identifying the securities with respect to which such registration rights are intended to be transferred or assigned and (iii) the transferee or assignee of such rights assumes in writing the obligations of
such Holder under this Agreement, including without limitation the obligations set forth in Section 2.10. 
 2.13
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding 66.7% of the Registrable Securities, enter into any agreement with any
holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

 2.14 Termination of Registration Rights. The right of any Holder to request registration or inclusion in any
registration pursuant to Sections 2.1, 2.2 or 2.3 shall terminate on the earlier of (i) such date, on or after the closing of the Company’s first registered public offering of Common Stock, on which all shares of Registrable
Securities held or entitled to be held upon conversion by such Holder may immediately be sold under Rule 144 during any ninety (90) day period and (ii) five (5) years after the closing of the Company’s Initial Public
Offering. 
 Section 3 
 Covenants of the Company 
 The Company hereby covenants and agrees,
as follows: 
 3.1 Basic Financial Information and Inspection Rights. 

(a) Basic Financial Information. The Company will furnish the following reports to each Holder who owns at least ten percent
(10%) of the then issued and outstanding Shares and/or Conversion Stock (each, a “Major Investor”): 

  
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 (i)    Unaudited financial statements not later than forty-five
(45) days after the close of each fiscal quarter and not later than thirty (30) days after the end of each month, including income statements, balance sheets, cash flow statements, summaries of bookings and backlogs, and comparisons to
forecasts and to corresponding periods in prior years; and 
 (ii)    Audited annual financial statements
not later than ninety (90) days after the end of each fiscal year. 
 (b) Inspection Rights. Each Major Investor, or
its designated agent, shall have the right, at its own expense, to inspect the books, records and premises of the Company and to discuss the Company’s affairs with the Company’s officers, directors, employees and accountants, at any time,
with the Company’s prior consent, which shall not be unreasonably withheld. 
 3.2 Indemnification of Directors. The
Company shall maintain in full force and effect a directors’ and officers’ insurance policy with such terms as shall be determined by the Board of Directors. 
 3.3 Board of Directors. The Company shall use reasonable efforts to cause the Board of Directors to meet no less frequently than once every sixty (60) days either by phone or in person,
unless otherwise determined by the Board of Directors. The Company shall reimburse each of the directors for all of such director’s reasonable and necessary expenses incurred that are directly related to such director’s attendance at the
meetings of the Board; provided, that such director requesting such reimbursement shall submit receipts for any such expenses as reasonably requested by the Company. 
 3.4 Confidentiality. The Company shall not be required to comply with any information rights of Section 3 in respect of any Holder whom the Company reasonably determines is seeking to
exercise such rights for a purpose unrelated to such Holder’s interests as a stockholder of the Company and/or for the purpose of causing the Company competitive harm. Each Holder acknowledges that the information received by them pursuant to
this Agreement is or may be confidential and for its use only, and it will not use such confidential information or reproduce, disclose or disseminate such information to any other person (other than its employees or agents having a need to know the
contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such
information by a governmental authority (in which case the Holder shall give the Company at least ten (10) days’ prior written notice of such disclosure). 
 3.5 Termination of Covenants. The covenants set forth in this Section 3 shall terminate and be of no further force and effect at such time as the Company becomes subject to the reporting
obligations of the Exchange Act. 
 Section 4 
 Right of First Refusal 
 4.1 Right of First Refusal to
Significant Holders. The Company hereby grants to (x) each Holder who owns at least thirty percent (30%) of the originally issued Shares or Conversion Stock (as presently constituted and subject to subsequent adjustments for stock
splits, stock dividends, reverse stock splits and the like) and (y) each Holder who owns any shares of Series B Preferred Stock (together, the “Significant Holders”), the right of first refusal to purchase its pro rata share of
New Securities (as defined in this Section 4.1(a)) which the Company may, from time to time, propose to sell and issue after the date of this 

  
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Agreement. A Significant Holder’s pro rata share, for purposes of this right of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such
Significant Holder immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights, options and warrants, directly or indirectly, into Common Stock held by
said Significant Holder) to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights,
options and warrants, directly or indirectly). This right of first refusal shall be subject to the following provisions: 
 (a)
“New Securities” shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and
securities of any type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include: 

(i)    the Shares and the Conversion Stock; 

(ii)    shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to
employees, officers or directors of, or consultant or advisors to the Corporation or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements; 

(iii)    shares of Common Stock issued upon the exercise or conversion of Options or Convertible Securities
outstanding as of the date of this Agreement; 
 (iv)    securities issued or issuable as a dividend or
distribution on Preferred Stock of the Company or pursuant to any event for which adjustment is made pursuant to paragraph 4(e), 4(f) or 4(g) of the Certificate of Incorporation of the Company; 

(v)    shares of Common Stock issued in a registered public offering under the Securities Act; 

(vi)    shares of Common Stock issued or issuable pursuant to the acquisition of another corporation by the Company
by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board; 

(vii)    shares of Common Stock issued or issuable to banks, equipment lessors or other financial institutions
pursuant to a debt financing or commercial leasing transaction approved by the Board; 
 (viii)    shares
of Common Stock issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board; 
 (ix)    shares of Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or
strategic partnerships approved by the Board; 
 (x)    shares of Common Stock issued or issuable to
suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; 

  
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 (xi)    securities of the Company which are otherwise excluded by the
affirmative unanimous vote of the Board; and 
 (xii)    any right, option or warrant to acquire any
security convertible into the securities excluded from the definition of New Securities pursuant to subsections (i) through (xi) above. 
 (b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Significant Holder written notice of its intention, describing the type of New Securities, and their
price and the general terms upon which the Company proposes to issue the same. Each Significant Holder shall have ten (10) days after any such notice is mailed or delivered to agree to purchase such Holder’s pro rata share of such New
Securities for the price and upon the terms specified in the notice by giving written notice to the Company, in substantially the form attached hereto as Schedule 1, and stating therein the quantity of New Securities to be purchased.

 (c) In the event the Holders fail to exercise fully the right of first refusal, if any, within said ten (10) day period
(the “Election Period”), the Company shall have ninety (90) days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety
(90) days from the date of said agreement) to sell that portion of the New Securities with respect to which the Significant Holders’ right of first refusal option set forth in this Section 4.1 was not exercised, at a price and upon
terms no more favorable to the purchasers thereof than specified in the Company’s notice to Significant Holders delivered pursuant to Section 4.1(b). In the event the Company has not sold within such ninety (90) day period following
the Election Period, or such ninety (90) day period following the date of said agreement, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to the Significant Holders in the manner
provided in this Section 4.1. 
 (d) The right of first refusal granted under this Agreement shall expire upon the
consummation of the Company’s Initial Public Offering. 
 Section 5 

Miscellaneous 
 5.1 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing
this Agreement and signed by the Company and the Holders holding 66.7% of the Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144); provided, however, that if any
amendment, waiver, discharge or termination operates in a manner that treats any Holder different from other Holder, the consent of such Holder shall also be required for such amendment, waiver, discharge or termination; provided,
further, that persons or entities acquiring shares of Series A Preferred Stock and Series B Preferred Stock pursuant to the Transfer Agreements and/or the Golden Grant (as defined in that certain letter agreement by and among Anthony E.
Meyer, Bryce A. Williams, RHG Extend Benefits LLC, Psilos Group Partners III, L.P., Psilos Group Partners IIIA, L.P., Psilos Group Partners IIIB, L.P., Psilos Group Partners IIIC, L.P., Revolution Management Company LLC, Franklin D. Raines, ZG
Ventures, LLC, Peele Ventures, LLC, Golden Valley Partners, L.P., Silverstein Family Partnership, Revolution Extend Holdings LLC, Paul S. Kirincich, Noel R. Obourn, Cameron C. Liljenquist and Joseph Murad dated on or about the date hereof) may
become parties to this Agreement by executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Holder. Any such amendment, waiver, discharge or termination
effected in accordance with this paragraph 

  
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shall be binding upon each Holder and each future holder of all such securities of Holder. Each Holder acknowledges that by the operation of this paragraph, the holders of 66.7% of the
Registrable Securities (excluding any of such shares that have been sold to the public or pursuant to Rule 144) will have the right and power to diminish or eliminate all rights of such Holder under this Agreement. 

5.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed: 
 (a) if to an Investor, at the Investor’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof;

 (b) if to any Holder, at such address, facsimile number or electronic mail address as shown in the Company’s records,
or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last holder of such shares for which the Company has
contact information in its records; or 
 (c) if to the Company, one copy should be sent to 330 Primrose Road, Suite 610,
Burlingame, CA 94010, Fax: 650-292-8745, Attn: Chief Executive Officer, or at such other address as the Company shall have furnished to the Investors, with a copy to Richard Kline, Esq., Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road,
Palo Alto, CA 94304. 
 With respect to any notice given by the Company under any provision of the Delaware General Corporation
Law or the Company’s charter or bylaws, each party hereto agrees that such notice may be given by facsimile or by electronic mail. 
 Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of
its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if
sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon
confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the
Company’s books and records will control absent fraud or error. 
 5.3 Governing Law. This Agreement shall be
governed in all respects by the internal laws of the State of Delaware, without regard to principles of conflicts of law. 
 5.4
Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt
by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of
this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 

  
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 5.5 Entire Agreement. This Agreement and the exhibits hereto constitute the full
and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations
or covenants except as specifically set forth herein. 
 5.6 Delays or Omissions. Except as expressly provided
herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party,
nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions
or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be
cumulative and not alternative. 
 5.7 Severability. If any provision of this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or
unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement
shall be enforceable in accordance with its terms. 
 5.8 Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits attached hereto. 
 5.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument. 
 5.10    Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such
party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request
of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. 
 5.11    Jurisdiction; Venue. With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in,
the state courts in New Castle County in the State of Delaware (or in the event of exclusive federal jurisdiction, the courts of the District of Delaware). 
 5.12    Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other
powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement. 

  
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 5.13    Termination Upon Change of Control. Notwithstanding
anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the
Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of
the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving
entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding
immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company. 
 5.14    Conflict. In the event of any conflict between the terms of this Agreement and the Company’s Certificate of Incorporation or its Bylaws, the terms of the
Company’s Certificate of Incorporation or its Bylaws, as the case may be, will control. 

5.15    Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision
in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of
appeals. 
 5.16    Aggregation of Stock. All securities held or acquired by affiliated entities
(including affiliated venture capital funds) or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement. 
 5.17    Amendment of Prior Agreement. The Prior Agreement is hereby amended and superseded in its entirety and restated herein. Upon execution by the Company and the
Requisite Investors, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force and effect. 

(Remainder of page intentionally left blank) 

  
 20 









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
	EXTEND HEALTH, INC.
	a Delaware corporation
		
	By:	 	/s/ Bryce A. Williams
		
	Name:	 	Bryce A. Williams
		
	Title:	 	President and Chief Executive Officer



  








 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
	INVESTOR:
		
		 	Bryce A. Williams
		 	(Print investor name)
		
		 	/s/ Bryce A. Williams
		 	(Signature)
		
		 	Anthony E. Meyer
		 	(Print investor name)
		
		 	/s/ Anthony E. Meyer
		 	(Signature)
		
		 	Alchemy Zane Ltd.
		 	(Print investor name)
		
		 	/s/ Paul Zane Pilzer
		 	(Signature)
		
		 	Paul Zane Pilzer
		 	(Print name of signatory, if signing for an entity)
		
		 	General Partner, Alchemy Zane Ltd.
		 	(Print title of signatory, if signing for an entity)









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
	INVESTORS:
		
		 	Psilos Group Partners III, L.P.
		 	 By: Psilos Group Investors III, LLC,
 Its General Partner

		 	(Print investor name)
		
		 	/s/ Stephen M. Krupa
		 	(Signature)
		
		 	Stephen M. Krupa
		 	(Print name of signatory, if signing for an entity)
		
		 	Managing Member
		 	(Print title of signatory, if signing for an entity)
		
		 	Psilos Group Partners IIIA, L.P.
		 	 By: Psilos Group Investors III, LLC,
 Its General Partner

		 	(Print investor name)
		
		 	/s/ Stephen M. Krupa
		 	(Signature)
		
		 	Stephen M. Krupa
		 	(Print name of signatory, if signing for an entity)
		
		 	Managing Member
		 	(Print title of signatory, if signing for an entity)









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
	INVESTORS:
		
		 	Psilos Group Partners IIIB, L.P.
		 	 By: Psilos Group Investors III, LLC,
 Its General Partner

		 	(Print investor name)
		
		 	/s/ Stephen M. Krupa
		 	(Signature)
		
		 	Stephen M. Krupa
		 	(Print name of signatory, if signing for an entity)
		
		 	Managing Member
		 	(Print title of signatory, if signing for an entity)
		
		 	Psilos Group Partners IIIC, L.P.
		 	 By: Psilos Group Investors III, LLC,
 Its General Partner

		 	(Print investor name)
		
		 	/s/ Stephen M. Krupa
		 	(Signature)
		
		 	Stephen M. Krupa
		 	(Print name of signatory, if signing for an entity)
		
		 	Managing Member
		 	(Print title of signatory, if signing for an entity)









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
		 	INVESTORS:
		
		 	REVOLUTION EXTEND HOLDINGS LLC
		
		 	By: Revolution Management Company LLC
		 	Its: Member
		
		 	/s/ W. E. Savage
		 	(Signature)
		 	W. E. Savage
		 	(Print name of signatory, if signing for an entity)
		
		 	SVP
		 	(Print title of signatory, if signing for an entity)
		
		 	Franklin D. Raines
		 	(Print investor name)
		
		 	/s/ Franklin D. Raines
		 	(Signature)
		
		 	ZG Ventures, LLC
		 	(Print investor name)
		
		 	/s/ Miles Gilburne
		 	(Signature)
		
		 	Miles Gilburne
		 	 (Print name of signatory, if signing for an entity)

		
		 	Managing Member
		 	 (Print title of signatory, if signing for an entity)










 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
		 	INVESTORS:
		
		 	Peele Ventures, LLC
		 	(Print investor name)
		
		 	/s/ Ronald H. Peele, Jr.
		 	(Signature)
		
		 	Ronald H. Peele, Jr.
		 	(Print name of signatory, if signing for an entity)
		
		 	Sole Member
		 	(Print title of signatory, if signing for an entity)
		
		 	Golden Valley Partners, L.P.
		 	(Print investor name)
		
		 	/s/ David Golden
		 	(Signature)
		
		 	David Golden
		 	(Print name of signatory, if signing for an entity)
		
		 	Partner and Trustee
		 	(Print title of signatory, if signing for an entity)
		
		 	Silverstein Family Partnership
		 	(Print investor name)
		
		 	/s/ Jay Silverstein
		 	(Signature)
		
		 	Jay Silverstein
		 	(Print name of signatory, if signing for an entity)
		
		 	Partner, Silverstein Family Partnership
		 	(Print title of signatory, if signing for an entity)









 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Investors’ Rights Agreement effective as of the day and year first above written. 
  

			
		 	INVESTOR:
		
		 	Paul S. Kirincich
		 	(Print investor name)
		
		 	/s/ Paul S. Kirincich
		 	(Signature)
		
		 	Cameron C. Liljenquist
		 	(Print investor name)
		
		 	/s/ Cameron C. Liljenquist
		 	(Signature)
		
		 	Joseph Murad
		 	(Print investor name)
		
		 	/s/ Joseph Murad
		 	(Signature)
		
		 	Noel R. Obourn
		 	(Print investor name)
		
		 	/s/ Noel R. Obourn
		 	(Signature)









 EXHIBIT A 

INVESTORS 
 Psilos Group
Partners III, L.P. 
 Psilos Group Partners IIIA, L.P. 
 Psilos Group Partners IIIB, L.P. 
 Psilos Group Partners IIIC, L.P. 

Revolution Extend Holdings LLC 
 Franklin D.
Raines 
 ZG Ventures, LLC 
 Peele
Ventures, LLC 
 Golden Valley Partners, L.P. 
 Silverstein Family Partnership 
 Bryce A. Williams 

Anthony E. Meyer 
 Alchemy Zane Ltd.

 Paul S. Kirincich 
 Cameron C.
Liljenquist 
 Joseph Murad 
 Noel R.
Obourn 







 SCHEDULE 1 

NOTICE AND WAIVER/ELECTION OF 
 RIGHT OF FIRST REFUSAL 
 I do hereby waive or exercise, as indicated
below, my rights of first refusal under the Amended and Restated Investors’ Rights Agreement dated as of February 27, 2009 (the “Agreement”): 
  

	1.	Waiver of 10 days’ notice period in which to exercise right of first refusal: (please check only one) 


 

	 	(    )	WAIVE in full, on behalf of all Holders, the 10-day notice period provided to exercise my right of first refusal granted under the Agreement.


  

	 	(    )	DO NOT WAIVE the notice period described above. 

  

	2.	Issuance and Sale of New Securities: (please check only one) 

  

	 	(    )	WAIVE in full the right of first refusal granted under the Agreement with respect to the issuance of the New Securities. 


 

	 	(    )	ELECT TO PARTICIPATE in $__________ (please provide amount) in New Securities proposed to be issued by Extend Health, Inc., a Delaware corporation,
representing LESS than my pro rata portion of the aggregate of $_______ in New Securities being offered in the financing. 

  

	 	(    )	ELECT TO PARTICIPATE in $__________ in New Securities proposed to be issued by Extend Health, Inc., a Delaware corporation, representing my FULL pro rata portion
of the aggregate of $_______ in New Securities being offered in the financing. 

  

	 	(    )	ELECT TO PARTICIPATE in my full pro rata portion of the aggregate of $_______ in New Securities being made available in the financing AND, to the extent
available, the greater of (x) an additional $__________ (please provide amount) or (y) my pro rata portion of any remaining investment amount available in the event other Significant Holders do not exercise their full rights of
first refusal with respect to the $_______ in New Securities being offered in the financing. 

 Date:
                                         
    
  

			
		
		 	 
		 	(Print investor name)
		
		 	 
		 	(Signature)
		
		 	 
		 	(Print name of signatory, if signing for an entity)
		
		 	 
		 	(Print title of signatory, if signing for an entity)


 This is neither a commitment to purchase nor a commitment to issue the New Securities described above. Such
issuance can only be made by way of definitive documentation related to such issuance. Extend Health, Inc. will supply you with such definitive documentation upon request or if you indicate that you would like to exercise your first offer rights in
whole or in part.