Amendment No. 3 to Waiver of Registration Rights

Exhibit 10.1

Amendment No. 3 to Waiver of Registration Rights

This Amendment No. 3 to Waiver of Registration Rights (this “Amendment”) is entered into as of the date set forth on the signature page hereto between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the undersigned holders of shares of capital stock of the Company (the “Stockholders”).

The parties entered into that certain Waiver of Registration Rights dated March 25, 2024, as amended by that certain Amendment to Waiver of Registration Rights dated April 29, 2024, and that certain Amendment No. 2 to Waiver of Registration Rights dated May 30, 2024 (collectively, the “Waiver”). The parties desire to extend the term of the Waiver by an additional three (3) months.

The parties thereby agree as follows:

1.Section 1 of the Waiver is hereby amended and restated in its entirety as follows:

Upon the execution of this Waiver of Registration Rights by the Company and the undersigned Stockholders, and pursuant to Section 3.1 of the Registration Rights Agreement, the undersigned Stockholders hereby waive their registration rights pursuant to Sections 2.1(a) and 2.1(b) of the Registration Rights Agreement with respect to all Registrable Securities beneficially owned by the Stockholders under the Registration Rights Agreement through and including September 25, 2024.

2.Except as modified by this Amendment, all other terms and conditions of the Waiver remain in full force and effect. Capitalized terms used but not defined herein have the meanings ascribed to them in the Waiver.

3.This Amendment may be executed in several counterparts, and all such counterparts will constitute one agreement, binding on all of the parties hereto.

4.This Amendment binds the undersigned and their respective successors, heirs, personal representatives, and assigns.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.1

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to Waiver of Registration Rights effective as of June 24, 2024.

TALIS BIOMEDICAL CORPORATION

By: /s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

Chief Executive Officer

XXXXX BROTHERS LIFE SCIENCES L.P.

By: XXXXX BROS. ADVISORS LP, management company and investment adviser to XXXXX BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted to it by Xxxxx Brothers Life Sciences Capital, L.P., general partner to XXXXX BROTHERS LIFE SCIENCES, L.P., and not as the general partner

By: /s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

President

667, L.P.

By: XXXXX BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Xxxxx Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner

By: /s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

President