Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC TRV (together with its Affiliates), PBM ACU Holdings, LLC JJDC (together with its Affiliates), PBM ACU Holdings II, LLC ARCH (together with its Affiliates), XxxxxxxxxCormorant (together with its Affiliates), and RA Capital Sofinnova (together with its Affiliates), GS (together with its Affiliates), Surveyor (together with its Affiliates), each X. Xxxx Price Investor (together with its Affiliates), each Fidelity Investor (together with its Affiliates) is a professional investment organizationand the Capital Group Investor (together with its Affiliates) (each, and as such reviews the business plans and related proprietary information of many enterprisesan “Investing Entity”) invests in or may hereafter invest in one or more other portfolio companies (“PortCos”), some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement (but subject to the last proviso of this Section 5.8) shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees thatthat (a) no Investing Entity shall be deemed to be a Competitor of the Company in respect of any investment such Investing Entity makes in any PortCo, and (b) to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investing Entity in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investing Entity to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC the Lead Investors (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its AffiliatesAffiliate funds) is a professional investment organization and AbbVie makes similar investments consistent with a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Lead Investors (or its Affiliate funds) and AbbVie from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital none of the Lead Investors (or its Affiliatestheir respective Affiliate funds) and AbbVie shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC such Lead Investor (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its AffiliatesAffiliate funds) and AbbVie in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC such Lead Investor (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its AffiliatesAffiliate funds) and AbbVie to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Lead Investors (or its Affiliate funds) and AbbVie from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each certain Investors are in the business of Sands Capital Ventures, LLC venture capital investing (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, “VC Investors”) and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews therefore review the business plans and related proprietary information of many enterprises, some of including enterprises which may have products or services which compete directly or indirectly with those of the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; , and VC Investors shall not be deemed to be a competitor of the Company due to minority investments or board designation rights in competitors, provided, however, that a representative of a VC Investor who is a member of the Board or who serves as a Board observer of the Company may not also be a member of the Board or serve as a Board observer for a competitor of the Company. The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investors to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.. (signature pages follow) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. COMPANY: ALLAKOS INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Executive Officer Address for Notice: 00 Xxxxxxxx Xx X Xxx Xxxxxx, XX 00000 Attention: Chief Executive Officer (Signature Page to Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR: NEA VENTURES 2017, LIMITED PARTNERSHIP By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Address for notice: NEA Ventures 2017, Limited Partnership 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 (Signature Page to Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR: NEW ENTERPRISE ASSOCIATES 16, L.P. By: NEA Partners 16, L.P., its general partner By: NEA 16 GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Counsel Address for notice: New Enterprise Associates 16, L.P. 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 (Signature Page to Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR: RIVERVEST VENTURE FUND II, L.P. By: RiverVest Venture Partners II, L.P., its General Partner By: RiverVest Venture Partners II, LLC, its sole General Partner By: /s/ Xxxx X. XxXxxxx Xxxx XxXxxxx, Ph.D., Authorized Person Address for Notice: 000 X. Xxxxxx Road, Suite 1850 St. Louis, Missouri 63105

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesLongitude, LLC Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton and D1 (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their respective Affiliates) is a are professional investment organizationorganizations, and as such reviews review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital VenturesLongitude, LLC Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton and D1 (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital VenturesLongitude, LLC Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton or D1 (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital VenturesLongitude, LLC Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton or D1 (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company and each stockholder party hereto hereby agrees agree and acknowledges acknowledge that each certain of Sands Capital Ventures, LLC the Investors (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their Affiliates) is a professional investment organizationare in the business of venture capital investing, and as such reviews the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no such Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) any such Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreementinformation, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Further, the Company, each Investor, and each other stockholder party hereto acknowledge and agree that certain of the Investors or the Affiliates of such Investors (each, a “Strategic Investor”) may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with, the Company’s development programs, products or services. Accordingly, the exercise by such Strategic Investor of any rights under this Agreement or any other agreement related to the transactions contemplated by this Agreement (collectively, the “Transaction Agreements”), shall not in any way preclude or restrict such Strategic Investor from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreement or any other Transaction Agreement. Nothing herein or in any other Transaction Agreement shall be construed to impose on such Strategic Investor any restriction, duty or obligation other than as expressly set forth herein or therein.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands the Major Investors, Bay City Capital VenturesFund V, LLC L.P. and its Affiliates, Sunstone Life Science Ventures Fund III K/S and its Affiliates, Seed Capital Denmark II K/S and its Affiliates, Novo Holdings A/S and its Affiliates, Merck Ventures BV and its Affiliates, Innovationspatent Sverige AB and its Affiliates, Xxxxxxx-Xxxxx Squibb Company and its Affiliates, Ysios BioFund II Innvierte FCR and its Affiliates, OrbiMed Private Investments VII, LP and its Affiliates, OrbiMed Israel Partners II, LP and its Affiliates, HBM Healthcare Investments (Cayman) Ltd. and its Affiliates, FCPI BIO SANTÉ 2016-2017 and its Affiliates, Health for life Capital II Prima S.C.A. Raif and its Affiliates, Health for life Capital II FCPI - Alpha Compartment and its Affiliates, Maverick Ventures Investment Fund, L.P. and its Affiliates, Maverick Advisors Fund, L.P. and its Affiliates, Sphera and its Affiliates, Canica and its Affiliates, and, in the event they are no longer deemed to be Major Investors, Soleus, Eir and Hadean and their respective Affiliates (together with its their Affiliates), PBM ACU Holdingscollectively, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliatesthe “VC Sponsors”) is a are professional investment organizationorganizations in the business of venture capital and/or private equity investing, and as such reviews invest in and review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing The Company hereby agrees that, to the extent permitted under applicable law, (A) nothing in this Agreement shall preclude or in any way restrict the Investors any VC Sponsor (or their respective Affiliates) from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; Company and (B) the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC VC Sponsors (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the VC Sponsors in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the VC Sponsors to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. The Company and the VC Sponsors acknowledge and agree that certain of the VC Sponsors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with, the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement, shall in any way preclude or restrict such VC Sponsors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreement.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC TRV (together with its Affiliates), PBM ACU Holdings, LLC RA Capital (together with its Affiliates), PBM ACU Holdings II, LLC Invus (together with its Affiliates), XxxxxxxxxBVF (together with its Affiliates), and RA Capital Samsara (together with its Affiliates), Catalio (together with its Affiliates), Casdin (together with its Affiliates), Driehaus (together with its Affiliates), Xxxxxxx (together with its Affiliates) is a professional investment organizationand Vertex (together with its Affiliates) (each, and as such reviews the business plans and related proprietary information of many enterprisesan “Investing Entity”) invests in or may hereafter invest in one or more other portfolio companies (“PortCos”), some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors an Investing Entity from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees thatthat (a) no Investing Entity shall be deemed to be a Competitor of the Company in respect of any investment such Investing Entity makes in any PortCo, and (b) to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investing Entity in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investing Entity to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands ABG-ColdGen Limited, ABG II-ColdGen Limited, ABG WTT-CG Limited, Acorn Bioventures, L.P., Acorn Bioventures 2, L.P., Longitude Venture Partners IV, L.P., Decheng Capital VenturesGlobal Life Sciences Fund IV, LLC L.P., RA Capital Management, L.P., Foresite Capital Fund VI, L.P., BVF Partners L.P. and Avidity Private Master Fund I LP (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their respective Affiliates) is a (collectively, the “Funds”) are professional investment organizationorganizations, and as such reviews the review business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC the Funds (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC the Funds (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC the Funds (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesSurveyor, LLC MPM BioVentures 2014, L.P., Xxxxx, Astellas, Deerfield Healthcare Innovations Fund, L.P., Xxxxx, Perceptive and Sphera Global Healthcare Master Fund (together with its Affiliates)their affiliates, PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliatesthe “Funds”) is a are professional investment organizationfunds that from time to time (a) make or hold investments in, or trade in public securities of companies that are or may become engaged in activities that are competitive with the Company’s business, as it is currently conducted or as it may be conducted in the future and as such reviews the business plans and related proprietary information of many enterprises, some of (b) engage in other activities which may compete directly or indirectly be deemed competitive with the Company’s business (as it is currently conducted or as currently propose to it may be conducted)conducted in the future. Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Subject to clauses (x) and (y) above, nothing in this Agreement shall preclude, create an obligation or duty, or in any way restrict the Funds from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesAcme, LLC Decheng, Madrone, Section 32 and JJDC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their respective Affiliates) is a professional are investment organizationfunds or venture arms of their Affiliates, and as such reviews the business plans and related proprietary information of many enterprisesmake or hold investments in, some of which or trade in securities of, companies that may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital VenturesAcme, LLC (Decheng, Madrone, Section 32 and its Affiliates), PBM ACU Holdings, LLC JJDC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital VenturesAcme, LLC (Decheng, Madrone, Section 32 or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) JJDC in any entity competitive with the Company, or activities of such Affiliates that may be competitive to the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital VenturesAcme, LLC (Decheng, Madrone, Section 32 or its Affiliates)JJDC, PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive companycompany (including, but not limited to, JJDC’s activities in connection with its Affiliates), whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. The Company acknowledges that Decheng, Acme, Section 32, Madrone and JJDC are in the business of private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude, create an obligation or duty, or in any way restrict Decheng, Madrone, Section 32, Acme and JJDC (or any of their respective Affiliates) from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise, whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The Company hereby acknowledges and agrees that (i) the Purchaser and acknowledges that each its respective partners, affiliates and affiliates of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, partners engage in a wide variety of activities and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of have investments in many enterprisesother companies, some of which may compete directly or indirectly be competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; (ii) subject to any fiduciary obligations of the Purchaser’s designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company hereby agrees thator any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be useful to the extent permitted under applicable law, Sands Capital Ventures, LLC Company or its other stockholders (and its Affiliateswhich information may or may not be known by the member or members of the Company’s Board of Directors designated by the Purchaser), PBM ACU Holdingsand neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser in any entity competitive with to the Company, or (ii) actions taken by any partner, officer, employee director, stockholder or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Purchaser’s misuse of confidential information in material breach of Section 2.5 of the Investors from liability associated with the unauthorized disclosure Rights Agreement. The parties have executed this Common Stock Option Purchase Agreement as of the Company’s confidential information obtained pursuant to this Agreementdate first written above. US SENSOR SYSTEMS INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer ACORN ENERGY, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesAtlas, LLC Lilly Ventures Fund I, LLC, Beacon Bioventures Fund IV Limited Partnership, NEA, Amgen and Novartis (together with its Affiliates)each, PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprisesinvests in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing The parties agree that no Investors or any of their partners, officers or representatives which manage or advise such Investors shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement; provided, however, that notwithstanding any other provision of this Agreement, at any time prior to the occurrence of any of the termination events described in this Agreement shall preclude or clauses (i), (ii) and (iii) of Subsection 5.9, if any Investor knowingly invests in any way restrict new portfolio company that, at the Investors from evaluating or purchasing securitiestime of such initial investment, including publicly traded securitiesis a Competitor, such Investor may be deemed to be a Competitor if the Board, after considering the circumstances of such investment, so determines; provided, further, that no Investor may be deemed to be a particular enterpriseCompetitor solely on the basis of such investment unless such Investor has been provided with a reasonable opportunity to explain to the Board why it believes it should not be considered a Competitor. To facilitate compliance with the foregoing, or investing or participating in prior to the occurrence of any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; termination events described in clauses (i), (ii) and (iii) of Subsection 5.9, each Investor shall disclose to the Company hereby any such new investment by such Investor in a new portfolio company that the Investor reasonably believes may be deemed competitive with the Company within thirty (30) days of making such investment, and shall, prior to its purchase of additional shares of Series A Preferred Stock at each Milestone Closing under the Purchase Agreement, certify to the Company that such Investor has complied with its obligations under this Subsection 5.8. The Company agrees thatthat subject to the foregoing, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) none of the Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) any of the Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) any of the Investors to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital POLAR (together with its Affiliates) is a professional investment organizationfund, and as such reviews the business plans and related proprietary information of many enterprisesinvests in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business and its Subsidiaries’ respective businesses (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securitiesAs such, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (POLAR and its Affiliates): (i) may engage or invest in, PBM ACU Holdingsindependently or with others, LLC any business activity of any type or description, including those that might be the same as or similar to the business of the Company and its Subsidiaries, and which from time to time compete, directly or indirectly, with the Company and its Subsidiaries and (together with ii) may in their sole discretion pursue such competing business without disclosure of such competition to the Company or any of its Affiliates)Subsidiaries. Neither the Company nor any of its Subsidiaries shall have any right in or to any such activities as POLAR or any of its Affiliates may take or to receive or share in any income or proceeds derived therefrom, PBM ACU Holdings II, LLC (together with and POLAR and its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) Affiliates shall not be liable to the Company for or any claim arising out ofof its Subsidiaries in respect of any such activities. Notwithstanding the foregoing, or based upon, (i) the investment by Sands Capital Ventures, LLC (or Company and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) Subsidiaries do not renounce any right to be offered to participate in any entity competitive with the Company, business opportunity offered or (ii) actions taken presented to a director nominated by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive company, whether or not such action was taken POLAR as a member direct result of his or her capacity as a director, officer or employee of the board of directors of such competitive company Company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of its Subsidiaries. POLAR shall maintain reasonable policies and processes to mitigate the Investors from liability associated with the unauthorized disclosure risk of the Company’s confidential information obtained pursuant Confidential Information being used to the Company’s detriment in connection with any such activities. Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this AgreementAgreement shall be in writing and mailed (by first class registered or certified mail, postage prepaid, return receipt requested), sent by hand delivery, express overnight courier service or facsimile or email transmission, or delivered to the applicable party hereto at the address indicated on the signature pages hereof, or at such other address or to the attention of such other person as such party has specified in writing to the other parties hereto. All such notices, requests, demands and other communications shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and two business days after deposit in the United States mail, registered or certified mail, return receipt requested, with proper postage paid, (b) upon receipt of transmission, when sent by telecopy, facsimile or email transmission and followed by overnight courier, (c) one business day after deposit with a reputable overnight courier with all charges prepaid, or (yd) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Companywhen delivered, if hand delivered by messenger.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC the Investors (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their Affiliates) is a professional investment organizationare in the business of venture capital and/or private equity investing, and as such reviews review the business plans and related proprietary information of of, and invest in, many enterprises, some of including enterprises which may have products or services which compete directly or indirectly with those of the Company’s business Company (as currently conducted or as currently propose proposed to be conducted). Nothing The Company hereby agrees that, to the extent permitted under applicable law, (A) nothing in this Agreement shall preclude or in any way restrict the Investors any Investor (or its Affiliates) from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; Company and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (B) each Investor (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital such Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital such Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. The Company and each Investor acknowledge and agree that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with, the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement, shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreement.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesSuvretta, LLC Samsara Caas, the OrbiMed Funds, LAV Funds, Lilly and Deerfield (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their respective Affiliates) is a professional investment organizationorganization or otherwise engages in investment activities in the ordinary course of business, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Venturesnone of Suvretta, LLC Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital VenturesSuvretta, LLC Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital VenturesSuvretta, LLC Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees Capital Stockholders acknowledge and acknowledges agree that each (i) the Purchaser and its respective partners, affiliates and affiliates of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, partners engage in a wide variety of activities and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of have investments in many enterprisesother companies, some of which may compete directly or indirectly be competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; (ii) subject to any fiduciary obligations of the Purchaser’s designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company hereby agrees thator any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be useful to the extent permitted under applicable law, Sands Capital Ventures, LLC Company or its other stockholders (and its Affiliateswhich information may or may not be known by the member or members of the Company’s Board of Directors designated by the Purchaser), PBM ACU Holdingsand neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser in any entity competitive with to the CompanyCompany or any of the Capital Stockholders, or (ii) actions taken by any partner, officer, employee director, stockholder or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Purchaser’s misuse of confidential information in material breach of Section 3.4 of the Investors from liability associated with the unauthorized disclosure Stockholders’ Agreement. The parties have executed this Capital Stock Option Purchase Agreement as of the Company’s confidential information obtained pursuant to this Agreementdate first written above. PURCHASER: ACORN ENERGY, or (y) any director or officer INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: President & CEO CAPITAL STOCKHOLDERS: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Trustee of the Company from any liability associated with his or her fiduciary duties Xxxxxx X. Xxxxxxx Trust dtd 7/25/97 /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx, Trustee of the Xxxxx Xxxxxx Trust of 2004 /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx, Trustee of The Xxxx Family Trust dtd 12/15/97 CKSW Partners By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: General Partner LWL Investment Group LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Manager /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx /s/ Xxxxx Xxx Xxxxx Xxx /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx With respect to the Company.Sections 1.2, 1.3(a) and 6.5 only: COMPANY: US SENSOR SYSTEMS INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President and Chief Executive Officer

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Xxxxx, i Ventures, LLC Highland Capital, Foundry Group Next 2018, L.P. (“Foundry Group”) and Greenspring Opportunities V, L.P., Greenspring Opportunities V-D, L.P., Greenspring Global Partners IX-A, L.P. Greenspring Global Partners IX-C, L.P. (collectively, “Greenspring”), the X. Xxxx Price Investors, and Durable (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their respective Affiliates) is a are professional investment organizationorganizations, and as such reviews review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital neither Xxxxx, i Ventures, LLC (and its Affiliates)Highland Capital, PBM ACU HoldingsFoundry Group, LLC the X. Xxxx Price Investors, Durable, nor Greenspring (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Xxxxx, i Ventures, LLC Highland Capital, Foundry Group, Greenspring, the X. Xxxx Price Investors, or Durable (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Xxxxx, i Ventures, LLC Highland Capital, Foundry Group, Greenspring, the X. Xxxx Price Investors, or Durable (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby acknowledges and agrees that (i) the Purchaser and acknowledges that each its respective partners, affiliates and affiliates of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, partners engage in a wide variety of activities and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of have investments in many enterprisesother companies, some of which may compete directly or indirectly be competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; (ii) subject to any fiduciary obligations of the Purchaser’s designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company hereby agrees thator any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be useful to the extent permitted under applicable law, Sands Capital Ventures, LLC Company or its other stockholders (and its Affiliateswhich information may or may not be known by the member of the Company’s Board of Directors designated by the Purchaser), PBM ACU Holdingsand neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser in any entity competitive with to the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Purchaser’s misuse of confidential information in material breach of Section 3.4 of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Stockholders’ Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC Xxxxxxx (together with its Affiliates), PBM ACU Holdings, LLC NEA (together with its Affiliates), PBM ACU Holdings II, LLC Wellington (together with its Affiliates), XxxxxxxxxOrbiMed (together with its Affiliates), and RA Capital (together with its Affiliates) and Norwest (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of of, and invests in, many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC Xxxxxxx (and its Affiliates), PBM ACU HoldingsNEA (and its Affiliates), LLC Wellington (and its Affiliates), OrbiMed (and its Affiliates), RA Capital (together with its Affiliates), PBM ACU Holdings II, LLC ) and Norwest (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC Xxxxxxx (or and its Affiliates), PBM ACU HoldingsNEA (and its Affiliates), LLC Wellington (and its Affiliates), OrbiMed (and its Affiliates), RA Capital (together with its Affiliates), PBM ACU Holdings II, LLC ) or Norwest (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC Xxxxxxx (or and its Affiliates), PBM ACU HoldingsNEA (and its Affiliates), LLC Wellington (and its Affiliates), OrbiMed (and its Affiliates), RA Capital (together with its Affiliates), PBM ACU Holdings II, LLC ) or Norwest (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby acknowledges and agrees that certain of the Investors are in the business of venture capital and acknowledges that each of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliates) is a other investing or professional investment organization, funds and as such reviews therefore review the business plans and related proprietary information of many enterprises and invest in numerous enterprises, some of including enterprises which may have products or services which compete directly or indirectly with those of the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the . The Company hereby agrees that, to the fullest extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no Investor shall not be liable to the Company for any claim arising out of, or of and based solely upon, (i) the investment by Sands Capital Ventures, LLC (such Investor or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) any affiliate of such Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (such Investor or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) any affiliate of such Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve . (xsignature page follows) any The parties are signing this Amended and Restated Investors’ Rights Agreement as of the Investors from liability associated with date stated in the unauthorized disclosure introductory clause. SATSUMA PHARMACEUTICALS, INC. a Delaware corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President & CEO (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR TPG BIOTECHNOLOGY PARTNERS V, L.P. By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Vice President (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR CORMORANT PRIVATE HEALTHCARE FUND II, LP By: Cormorant Private Healthcare XX XX, LLC By: Xxxxx Xxxx, Managing Member of the GP 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 By: /s/ Xxxxx Xxxx Name: Title: CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC By: Xxxxx Xxxx, Managing Member of the GP 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 By: /s/ Xxxxx Xxxx Name: Title: (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Management, LLC Its: General Partner By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Authorized Signatory (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR LUMIRA CAPITAL IV, L.P. By: its general partner Lumira Capital IV GP, L.P. By: its general partner Lumira IV GP Inc. Its: General Partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Senior Vice President LUMIRA CAPITAL IV (INTERNATIONAL) , L.P. By: its general partner Lumira Capital IV GP, L.P. By: its general partner Lumira IV GP Inc. Its: General Partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: CFO By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Senior Vice President (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR XXXXXXXXX PARTNERS LLC – SERIES A By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: DUMAC, Inc. Authorized Agent By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: DUMAC, Inc. Authorized Agent (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR SHIN NIPPON BIOMEDICAL LABORATORIES LTD. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx, MD, PhD Title: President & CEO (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR CDK ASSOCIATES, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Treasurer THIRD STREET HOLDINGS, LLC By: Caxton Alternative Management, LP, its Investment Manager By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO and COO (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR OSAGE UNIVERSITY PARTNERS III, LP By: Osage University GP III, LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Member (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR CITADEL MULTI-STRATEGY EQUITIES MASTER FUND LTD. By: Citadel Advisors LLC, its portfolio manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR MUTUAL FUND SERIES TRUST, ON BEHALF OF EVENTIDE HEALTHCARE & LIFE SCIENCES FUND By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Officer (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR WS Investment Company, LLC (2019A) By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR SBI AI&Blockchain Investment LPS By: SBI Investment Co., Ltd., its General Partner By: /s/ Katsuya Kawashima Name: Katsuya Kawashima Title: Representative Director (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR XXXXXX HARBOR MASTER INVESTORS (CAYMAN) II L.P. By: Wellington Management Company LLP, as investment adviser By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Managing Director and Counsel Address for notice, which shall be set forth in the Company’s confidential information obtained pursuant to this Agreementbooks and records: Wellington Management Company LLP Legal and Compliance 000 Xxxxxxxx Xxxxxx Xxxxxx, or XX 00000 Tel: (y000) any director or officer of the Company from any liability associated with his or her fiduciary duties 000-0000 Attn: Xxxxx Xxxxxxx Email: [***] Fax: (000) 000-0000 With a copy (which shall not constitute notice) to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxx Email: [***] Fax: (000) 000-0000 (Signature page to the Satsuma Pharmaceuticals, Inc. Series B Investors’ Rights Agreement) EXHIBIT A INVESTORS Xxxxxx Harbor Master Investors (Cayman) II L.P. c/o Wellington Management Company., LLC 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Telephone: 000-000-0000 Attention: Xxxxx Xxxxxxx, Managing Director and Counsel E mail: [***] with a copy (for informational purposes only) to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx XXX 00 Xxxxx Xxxxxx Fax: 000-000-0000 Attention: Xxxxx Xxxxx E mail: [***] RA Capital Healthcare Fund, L.P. 00 Xxxx Xxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Xxxxxxxxx Partners LLC – Series A 000 X. Xxxxxx Street, Suite 210 Durham, NC 27701 TPG Biotechnology Partners V, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 Shin Nippon Biomedical Laboratories, Ltd. 2438 Miyanouracho, Xxxxxxxxx-xxx Xxxxxxxxx-xxx 000-0000, Japan Fax: +00 00 000 0000 Citadel Multi-Strategy Equities Master Fund Ltd. c/o Citadel Advisors LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Attn: Xxxx Xxxxxxxx and Xxxxx Xxxxxxxxx [***] with a copy (for informational purposes only) to: Xxxxxx Hall and Xxxxxxx LLP Two International Place Attention: Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx E mail: [***] Lumira Capital IV, L.P. 000 Xxxxxxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX X0X 0X0 Attn: Xxxxx Xxxxxxx Email: [***] Email: [***] Lumira Capital IV (International), L.P. 000 Xxxxxxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX X0X 0X0 Attn: Xxxxx Xxxxxxx Email: [***] Email: [***] CDK Associates, LLC (CAM) Third Street Holdings, LLC (CAM) Cormorant Private Healthcare Fund II, LP 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 CRMA SPV, LP XX Xxx 000, Xxxxxx Xxxxx Grand Cayman; KY1-1104 Cayman Islands Mutual Fund Series Trust, On Behalf of Eventide Healthcare & Life Sciences Fund WSGR SBI AI&Blockchain Investment LPS

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesMGC, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, Adjuvant and RA Capital (together with its their Affiliates) is a are professional investment organizationfunds, and these investment funds (as such reviews such), Pfizer and Brii (together with their respective Affiliates) may each make investments in or conduct business with (in the business plans case of Brii and related proprietary information of many enterprisesPfizer) various companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; The Company and the Company each Investor hereby agrees agree that, to the extent permitted under applicable law, Sands Capital VenturesMGC, LLC (Adjuvant, RA Capital, Pfizer and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) Brii shall not be liable to the Company or any such Investor for any claim arising out of, or based upon, (i) the their respective investment by Sands Capital Venturesin, LLC (or its Affiliates)conduct of business with, PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, officer employee or other representative of Sands Capital VenturesMGC, LLC (Adjuvant, RA Capital, Pfizer or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) Brii to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided. The Company and each Investor that is a party to this Agreement, howeveracknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future, in internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with, the foregoing Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement, shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company. Notwithstanding the foregoing, this Section 5.9 shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure or use of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesSoftBank, Lightbank, NEA, Revolution, the X. Xxxx Price Investors, the Xxxxxxx Xxxxxxx Investors, the Xxxxxxxxx Investors and Google LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprisesinvest in numerous companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital VenturesSoftBank, Lightbank, NEA, Revolution, the X. Xxxx Price Investors, the Xxxxxxx Xxxxxxx Investors, the Xxxxxxxxx Investors and Google LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment or acquisition by Sands Capital VenturesSoftBank, Lightbank, NEA, Revolution, the X. Xxxx Price Investors, the Xxxxxxx Xxxxxxx Investors, the Xxxxxxxxx Investors, Google LLC (or its any of their respective Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partnerdirector, officer, employee stockholder or other representative of Sands Capital VenturesSoftBank, Lightbank, NEA, Revolution, the X. Xxxx Price Investors, the Xxxxxxx Xxxxxxx Investors, the Xxxxxxxxx Investors and Google LLC (or its any of their respective Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital 5AM Ventures, LLC Avidity, each Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital and Viridian (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its their respective Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted) (“Other Companies”). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the . The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital each of 5AM Ventures, LLC Avidity, each Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital and Viridian (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or their respective its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital 5AM Ventures, LLC Avidity, any Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital or Viridian (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or their respective its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital 5AM Ventures, LLC Avidity, any Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital or Viridian (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or their respective its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing nothing contained in this Section 5.9 shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. The Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information shall in no way be construed to prohibit or restrict the Series A Leads or their respective Affiliates from maintaining, making or considering investments in Other Companies, or from otherwise operating in the ordinary course of business.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC Investor (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliatesaffiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of may make investments or otherwise conduct activities which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment or other activity by Sands Capital Ventures, LLC (any Investor or any of its Affiliates), PBM ACU Holdings, LLC (together affiliates with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in respect to any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee Investor or other representative any of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, Agreement or breach of any other agreement between Investor and the Company. (ysignature page follows) any director or officer The parties are signing this Amended and Restated Investors' Rights Agreement as of the Company from any liability associated with his or her fiduciary duties date stated in the introductory clause. FLY BLADE, INC. a Delaware corporation By: /s/ Rxx Xxxxxxxxxx Name: Rxx Xxxxxxxxxx Title: Chief Executive Officer (Signature page to the Company.Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR COLPE BLADE INVESTOR, LLC By: /s/ Mxxx X. Xxxxxxxx Name. Mxxx X. Xxxxxxxx Title: Vice President (Signature page to the Amended and Restated Investors' Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR LXXXX HIPPEAU VENTURES V, LP By: Lxxxx Hippeau Ventures V GP, LLC, its General By: /s/ Exxx Xxxxxxx Name: Exxx Xxxxxxx Title: Managing Member (Signature page to the Amended and Restated Investors' Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR LXXXX HIPPEAU VENTURES SELECT FUND, LP By: Lxxxx Hippeau Ventures Select Fund LP, LLC, its General Partner By: /s/ Exxx Xxxxxxx Name: Exxx Xxxxxxx Title: Managing Member (Signature page to the Amended and Restated Investors' Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR Lxxxx Investments II, LLC (Print investor name) /s/ Kxxxxxx Xxxxx (Signature) Kxxxxxx Xxxxx (Print name of signatory, if signing for an entity) Managing Member (Print title of signatory, if signing for an entity) (Signature page to the Amended and Restated Investors' Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR Axxxxx Xxxxx (Print investor name) /s/Axxxxx Xxxxx (Signature) (Signature page to the Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR Axxxxx Xxxxxx (Print investor name) /s/ Axxxxx Xxxxxx (Signature) (Signature page to the Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR Gxxxxx X. Xxxxxxxxx (Print investor name) /s/ Gxxxxx X. Xxxxxxxxx (signature) (Signature page to the Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors' Rights Agreement as of the date stated in the introductory clause. INVESTOR

Right to Conduct Activities. The Company hereby acknowledges and agrees that each of the Investors, directly or indirectly, from time to time may (a) make or hold investments in companies that are or may become engaged in activities that are competitive with the Company’s business, as it is currently conducted or as it may be conducted in the future, and (b) engage in other activities which may be deemed competitive with the Company’s business, as it is currently conducted or as it may be conducted in the future. The Company hereby agrees that (i) neither DMC, nor any of its Affiliates, is a “competitor” of the Company for purposes of this Agreement, (ii) neither Athena, nor any of its Affiliates (together, “Athena”), is a “competitor” of the Company for purposes of this Agreement, and (iii) none of the Investors, nor any of their respective Affiliates, shall be liable to the Company for any claim arising out of, or based upon any such activities including without limitation (A) an investment by any Investor or their respective Affiliates, directly or indirectly, in any entity competitive with the Company or (B) any other actions taken by any Investor or any of their respective Affiliates, or any partner, officer or other representative thereof, to assist any such competitive company, whether or not such action has a detrimental effect on the Company, provided that any such actions are not in violation of such Investor’s obligations under this Agreement. The Company acknowledges that each the Investors are in the business of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, venture capital investing and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews therefore review the business plans and related proprietary information of many enterprises, some of including enterprises which may have products or services which compete directly or indirectly with those of the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude preclude, create an obligation or duty, or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise enterprise, whether or not such enterprise has products or services which compete with those of the Company; . Notwithstanding anything herein to the contrary, Philips covenants and agrees that it shall not disclose any information obtained pursuant to Section 2.1 or Section 2.2 of this Agreement to any Affiliate that is competitive with the Company hereby agrees that, or to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment employee directly employed by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in any entity an internal program of Philips that is competitive with the Company, or ; and notwithstanding clause (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board second sentence of directors of such competitive company or otherwisethis Section 2.13, Athena covenants and whether or not such action has a detrimental effect on the Company; provided, however, agrees that the foregoing it shall not relieve (x) disclose any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to Section 2.1 or Section 2.2 of this Agreement, or (y) Agreement to any director or officer of Affiliate that is competitive with the Company from or to any liability associated employee directly employed by an internal program of Athena that is competitive with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby acknowledges and agrees that (i) the Purchaser and acknowledges that each its respective partners, affiliates and affiliates of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, partners engage in a wide variety of activities and RA Capital (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of have investments in many enterprisesother companies, some of which may compete directly or indirectly be competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; (ii) subject to any fiduciary obligations of the Purchaser's designees to the Company's Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company hereby agrees thator any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be useful to the extent permitted under applicable law, Sands Capital Ventures, LLC Company or its other stockholders (and its Affiliateswhich information may or may not be known by the member or members of the Company's Board of Directors designated by the Purchaser), PBM ACU Holdingsand neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser in any entity competitive with to the Company, or (ii) actions taken by any partner, officer, employee director, stockholder or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) the Purchaser to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any . The parties have executed this Stock Purchase Agreement as of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreementdate first written above. US SEISMIC SYSTEMS, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.INC. By:________________________________ Name: Xxxxx Xxxxxxxx Title: President ACORN ENERGY, INC. By:________________________________ Name: Xxxx X. Xxxxx Title: President & CEO

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital VenturesXxxxxxx, LLC Pivotal, Samsara and Versant (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its respective Affiliates) is a professional investment organizationfund or company, and as such reviews the business plans and related proprietary information of many enterprisesenterprises and invests capital in numerous portfolio companies, some of which may compete be deemed competitive directly or indirectly with the Company’s business (Group Companies’ businesses as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors Xxxxxxx, Pivotal, Samsara, Versant or any of its respective Affiliates from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Group Companies. The Company hereby agrees that, to the extent permitted under applicable lawLaw, Sands Capital Venturesnone of Xxxxxxx, LLC (and Pivotal, Samsara, Versant or any of its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) respective Affiliates shall not be liable to the any Group Company for any claim arising out of, or based upon, (ia) the investment by Sands Capital VenturesXxxxxxx, LLC (Pivotal, Samsara, Versant or any of its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) respective Affiliates in any entity competitive with the Company, or (iib) actions taken by any partner, officer, employee or other representative of Sands Capital VenturesXxxxxxx, LLC (Pivotal, Samsara, Versant or any of its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) respective Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such 41 Shareholders Agreement action has a detrimental effect on the any Group Company; provided, however, that the foregoing shall not relieve (xi) Xxxxxxx, Pivotal, Samsara, Versant or any of the Investors its respective Affiliates from liability associated with the unauthorized disclosure of the any Group Company’s confidential information obtained pursuant to this Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital Investor (together with its Affiliates) is a professional investment organizationfund, or a venture investment arm of such Investor (or its Affiliates), and as such (x) reviews the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company, and (y) invests in numerous portfolio companies and/or has Affiliates, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement any of the Transaction Agreements (as defined in the Purchase Agreement) shall preclude or in any way restrict the Investors any Investor from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise enterprise, whether or not such enterprise has may have products or services which that compete (or may be deemed to compete) with those of the Company; , and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) no Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment or other participation by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) such Investor in any entity or enterprise or the activities of such Investor’s Affiliates, in each case whether or not competitive with the Company’s business in one or more respects, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) an Investor to assist any such competitive companyentity or enterprise, whether or not such action was taken as a member of the board of directors of such competitive company entity or enterprise or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Nothing in any of the Transaction Agreements shall preclude, create an obligation or duty, or in any way restrict any of the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise, whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands New Enterprise Associates 14, L.P.,Versant Venture Capital VenturesVI, L.P., Versant Opportunity Fund I, L.P., InvOpps IV, L.P., InvOpps IV US, L.P., Oyster Point Pharma I, LLC, and Falcon Vision LLC (together with its Affiliates)) (each, PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxxa “Fund”, and RA Capital (together with its Affiliatescollectively, the “Funds”) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC each of the Funds (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital each of the Funds (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital each of the Funds (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (signature page follows) The parties are signing this Amended and Restated Investor Rights Agreement as of the date stated in the introductory clause. COMPANY OYSTER POINT PHARMA, INC., a Delaware corporation By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Bessemer Venture Partners, GIM, LEC, X. Xxxx Price and the X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable Capital Ventures, LLC Master Fund LP (together with its Affiliates“Durable”), PBM ACU HoldingsJPMC, LLC Tiger and American Express Travel Related Services Company, Inc. (together with its Affiliates“Amex”), PBM ACU Holdings IIand their affiliated advisors and funds, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital (together with its Affiliates) is a are professional investment organizationmanagers and/or funds, and as such reviews the business plans and related proprietary information of many enterprisessuch, invest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude None of Bessemer Venture Partners, GIM, LEC, the X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger, Amex or in any way restrict the Investors from evaluating or purchasing securities, of their Affiliates (including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; affiliated advisors and the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliatesfunds) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital VenturesBessemer Venture Partners, LLC (GIM, LEC, the X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or its Affiliates)Amex, PBM ACU Holdingsor any Affiliated funds, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) in any entity competitive with to the Company, or (ii) actions taken by any advisor, sub-advisor, partner, officer, employee officer or other representative of Sands Capital VenturesBessemer Venture Partners, LLC (GIM, LEC, X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or its Affiliates)Amex, PBM ACU Holdingsor any Affiliated advisor or fund, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer member of the Company Board of Directors from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands Capital Ventures, LLC (together with its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx, and RA Capital [insert VC organization entity name]62 (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprisesenterprises and invests in numerous portfolio companies, some of which may compete directly or indirectly with the Company’s 's business (as currently conducted or as currently propose to be conducted). [Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and and] the Company hereby agrees that, to the extent permitted under applicable law, Sands Capital Ventures, LLC [VC organization entity name] (and its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital [VC organization entity name] (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sands Capital Ventures, LLC (or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital [VC organization entity name] (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s 's confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.] [Anti-Harassment Policy. The Company shall, within sixty (60) days following the Closing (as defined in the Purchase Agreement), adopt and thereafter maintain in effect (i) a Code of Conduct governing appropriate workplace behavior and (ii) an Anti-Harassment and Discrimination Policy prohibiting discrimination and harassment at the Company. Such policy shall be reviewed and approved by the Board of Directors.]

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sands CII (together with its Permitted CII Transferees), SMC Growth Capital VenturesPartners II, LLC LP (together with its Affiliates), PBM ACU HoldingsNorth Sound Ventures, LLC LP (together with its Affiliates), PBM ACU Holdings II, LLC Northpond Ventures LP (together with its Affiliates), XxxxxxxxxIronwood (together with its Affiliates), Perceptive (together with its Affiliates) and RA Capital ABG (together with its Affiliates) is a professional investment organizationfund, and as such reviews the business plans and related proprietary information of many enterprisesinvests in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the The Company hereby agrees that none of SMC Growth Capital Partners II, LP, CII, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG shall be deemed a Competitor of this Company under this Agreement. The Company hereby further agrees that, to the extent permitted under applicable law, Sands none of SMC Growth Capital Partners II, LP, CII, North Sound Ventures, LLC (and its Affiliates)LP, PBM ACU HoldingsNorthpond Ventures LP, LLC (together with its Affiliates)Ironwood, PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx and RA Capital (Perceptive or its Affiliates) ABG shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands CII, SMC Growth Capital Partners II, LP, North Sound Ventures, LLC (LP, Northpond Ventures LP, Ironwood, Perceptive or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) ABG in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sands CII, SMC Growth Capital Partners II, LP, North Sound Ventures, LLC (LP, Northpond Ventures LP, Ironwood, Perceptive or its Affiliates), PBM ACU Holdings, LLC (together with its Affiliates), PBM ACU Holdings II, LLC (together with its Affiliates), Xxxxxxxxx or RA Capital (or its Affiliates) ABG to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.