Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company acknowledges and agrees that (i) the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers in any entity competitive to the Company, (ii) actions taken by any partner, officer or other representative of the Original Purchasers to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers’ misuse of confidential information in material breach of Section 3.4 of the Stockholders’ Agreement.

Right to Conduct Activities. The Company hereby agrees and acknowledges that 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 Global Life Sciences Fund IV, L.P., RA Capital Management, L.P., Foresite Capital Fund VI, L.P., BVF Partners L.P. and agrees that Avidity Private Master Fund I LP (i) the Original Purchasers and each of together with their respective partnersAffiliates) (collectively, affiliates the “Funds”) are professional investment organizations, and affiliates as such review business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently 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; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliateshereby agrees that, on to the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectivelyextent permitted under applicable law, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders Funds (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers Funds (or their Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of the Original Purchasers Funds (or their Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Longitude, Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton and agrees that D1 (i) the Original Purchasers and each of together with their respective partnersAffiliates) are professional investment organizations, affiliates and affiliates as such review the business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive 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; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliateshereby agrees that, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders extent permitted under applicable law, Longitude, Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton and D1 (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers Longitude, Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton or D1 (or their respective Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of the Original Purchasers Longitude, Lundbeckfonden, PBM, Omega, Eventide, Alexandria, Invus, CAM Capital, Xxxxxxx, Veriton or D1 (or their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that the Major Investors, Bay City Capital Fund V, L.P. and agrees that 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 (iCayman) 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 Original Purchasers event they are no longer deemed to be Major Investors, Soleus, Eir and each of Hadean and their respective partnersAffiliates (together with their Affiliates, affiliates collectively, the “VC Sponsors”) are professional investment organizations in the business of venture capital and/or private equity investing, and affiliates as such invest in and review the business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive compete directly or indirectly with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directorsbusiness (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, except as waived by to the Company pursuant to extent permitted under applicable law, (A) nothing in this Section, it is critical that the Original Purchasers be permitted to continue to develop Agreement shall preclude or in any way restrict any VC Sponsor (or their current and future business and investment activities without respective Affiliates) from investing or participating in any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors particular enterprise whether or not such enterprise has products or services which compete with those of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iiiB) from time to time, in connection with the foregoing activities of the Purchasers VC Sponsors (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers VC Sponsors in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of the Original Purchasers VC Sponsors to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ 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 TRV (together with its Affiliates), JJDC (together with its Affiliates), ARCH (together with its Affiliates), Cormorant (together with its Affiliates), 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) and agrees that the Capital Group Investor (itogether with its Affiliates) the Original Purchasers and each of their respective partners(each, affiliates and affiliates of its partners engage an “Investing Entity”) invests in a wide variety of activities and have investments or may hereafter invest in many one or more other companiesportfolio companies (“PortCos”), some of which may be deemed competitive with the Company’s business (as currently conducted or as currently 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; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by and the Company pursuant hereby agrees that (a) no Investing Entity shall be deemed to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors a Competitor of the Company or in respect of any other relationship, contractual or otherwise, between the Original Purchasers, on the one handinvestment such Investing Entity makes in any PortCo, and (b) to the Company or any of its affiliatesextent permitted under applicable law, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may no Investing Entity shall be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers such Investing Entity in any entity competitive to with the Company, or (ii) actions taken by any partner, officer or other representative of the Original Purchasers such Investing Entity to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company acknowledges and agrees that (i) the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage certain Investors are in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of venture capital investing (“VC Investors”) 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; (ii) subject to . Nothing in this Agreement shall preclude or in any fiduciary obligations way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers and VC Investors shall not be deemed to designate directors be a competitor of the Company due to minority investments or any other relationshipboard designation rights in competitors, contractual or otherwiseprovided, between the Original Purchasershowever, on the one hand, and the Company or any that a representative of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the 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’s Board of Directors designated by the Original Purchasers). The Company hereby agrees that, and neither the Original Purchasers 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 extent permitted under applicable law, its other stockholders. In addition, the Original Purchasers Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers such Investors in any entity competitive to with the Company, or (ii) actions taken by any partner, officer or other representative of the Original Purchasers such Investors to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the StockholdersCompany 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 MGC, Adjuvant and agrees that RA Capital (itogether with their Affiliates) the Original Purchasers are professional investment funds, and each of these investment funds (as such), Pfizer and Brii (together with their respective partners, affiliates and affiliates of its partners engage in a wide variety of activities and have Affiliates) may each make investments in many other or conduct business with (in the case of Brii and Pfizer) various companies, some of which may be deemed competitive with the Company’s business of the Company; (ii) subject as currently conducted or as currently proposed to any fiduciary obligations of the Original Purchasers’ designees be conducted). The Company and each Investor hereby agree that, to the Company’s Board of Directorsextent permitted under applicable law, except as waived by the Company pursuant to this SectionMGC, it is critical that the Original Purchasers be permitted to continue to develop their current Adjuvant, RA Capital, Pfizer and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may Brii shall not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers nor any director so designated shall have any duty to disclose any information known to such person or entity liable to the Company or any of its other stockholders. In addition, the Original Purchasers shall not be liable such Investor for any claim arising out of, or based upon, (i) the their respective investment by the Original Purchasers in in, or conduct of business with, any entity competitive to with the Company, or (ii) actions taken by any partner, officer employee or other representative of the Original Purchasers MGC, Adjuvant, RA Capital, Pfizer or Brii to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company. The Company and each Investor that is a party to this Agreement, unless acknowledges 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 claim arises 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 Original Purchasers’ misuse 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 in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company acknowledges that POLAR (together with its Affiliates) is a professional investment fund, and agrees that (i) the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage as such invests in a wide variety of activities and have investments in many other numerous portfolio companies, some of which may be deemed competitive with the Company’s and its Subsidiaries’ respective businesses (as currently conducted or as currently proposed to be conducted). As such, the Company hereby agrees that, to the extent permitted under applicable law, POLAR and its Affiliates: (i) may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the business of the Company; Company and its Subsidiaries, and which from time to time compete, directly or indirectly, with the Company and its Subsidiaries and (ii) subject to any fiduciary obligations may in their sole discretion pursue such competing business without disclosure of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers nor any director so designated shall have any duty to disclose any information known to such person or entity competition to the Company or any of its other stockholdersSubsidiaries. In additionNeither 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, the Original Purchasers and POLAR and its Affiliates shall not be liable for to the Company or any claim arising out ofof its Subsidiaries in respect of any such activities. Notwithstanding the foregoing, or based upon, (i) the investment by the Original Purchasers Company and its Subsidiaries do not renounce any right to be offered to participate in any entity competitive business opportunity offered or presented to a director nominated by POLAR as a direct result of his or her capacity as a director, officer or employee of the Company or any of its Subsidiaries. POLAR shall maintain reasonable policies and processes to mitigate the risk of the Company’s 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 Agreement 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, (iib) actions taken upon receipt of transmission, when sent by any partnertelecopy, officer facsimile or other representative of the Original Purchasers to assist any such competitive companyemail transmission and followed by overnight courier, whether or not such action was taken as (c) one business day after deposit with a board member of such competitive companyreputable overnight courier with all charges prepaid, or otherwise(d) when delivered, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers’ misuse of confidential information in material breach of Section 3.4 of the Stockholders’ Agreementif hand delivered by messenger.

Right to Conduct Activities. The Company hereby agrees and acknowledges that [insert VC organization entity name]62 (together with its Affiliates) is a professional investment organization, and agrees that (i) as such reviews the Original Purchasers business plans and each related proprietary information of their respective partners, affiliates many enterprises and affiliates of its partners engage invests in a wide variety of activities and have investments in many other numerous portfolio companies, some of which may be competitive 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; (ii) subject to any fiduciary obligations of and] the Original Purchasers’ designees Company hereby agrees that, to the Company’s Board of Directorsextent permitted under applicable law, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current [VC organization entity name] (and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iiiAffiliates) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers [VC organization entity name] (or its Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of the Original Purchasers [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 member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company's confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ 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 and agrees that (i) the Original Purchasers and each of their respective partnersCII (together with its Permitted CII Transferees), affiliates SMC Growth Capital Partners II, LP (together with its Affiliates), North Sound Ventures, LP (together with its Affiliates), Northpond Ventures LP (together with its Affiliates), Ironwood (together with its Affiliates), Perceptive (together with its Affiliates) and affiliates of ABG (together with its partners engage Affiliates) is a professional investment fund, and as such invests in a wide variety of activities and have investments in many other numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that none of the Company; (ii) subject to any fiduciary obligations SMC Growth Capital Partners II, LP, CII, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG shall be deemed a Competitor of the Original Purchasers’ designees this Company under this Agreement. The Company hereby further agrees that, to the Company’s Board extent permitted under applicable law, none of DirectorsSMC Growth Capital Partners II, except as waived by the Company pursuant to this SectionLP, it is critical that the Original Purchasers CII, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG shall be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers CII, SMC Growth Capital Partners II, LP, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG in any entity competitive to with the Company, or (ii) actions taken by any partner, officer or other representative of the Original Purchasers CII, SMC Growth Capital Partners II, LP, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company acknowledges Capital Stockholders acknowledge and agrees agree that (i) the Original Purchasers Purchaser and each of their its respective partners, affiliates and affiliates of its partners engage in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ 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 Original Purchasers Purchaser be permitted to continue to develop their its current and future business and investment activities without any restriction arising from an investment by the Original Purchasers Purchaser in the Company, the rights right of the Original Purchasers Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Original PurchasersPurchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers Purchaser (collectively, the “Activities”), the Original Purchasers Purchaser may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member or members of the Company’s Board of Directors designated by the Original PurchasersPurchaser), and neither the Original Purchasers 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, the Original Purchasers Purchaser shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers Purchaser in any entity competitive to the CompanyCompany or any of the Capital Stockholders, (ii) actions taken by any partnerofficer, officer director, stockholder or other representative of the Original Purchasers Purchaser to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers’ Purchaser’s misuse of confidential information in material breach of Section 3.4 of the Stockholders’ Agreement.. The parties have executed this Capital Stock Option Purchase Agreement as of the date first written above. PURCHASER: ACORN ENERGY, 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 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 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 and agrees that (i) the Original Purchasers and each of their respective partnersNew Enterprise Associates 14, affiliates L.P.,Versant Venture Capital VI, L.P., Versant Opportunity Fund I, L.P., InvOpps IV, L.P., InvOpps IV US, L.P., Oyster Point Pharma I, LLC, and affiliates Falcon Vision LLC (together with its Affiliates) (each, a “Fund”, and collectively, the “Funds”) is a professional investment organization, and as such reviews the business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive compete directly or indirectly with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directorsbusiness (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, except as waived by to the Company pursuant to this Sectionextent permitted under applicable law, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights each of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, Funds (and the Company or any of its affiliates, on the other hand; and (iiiAffiliates) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by each of the Original Purchasers Funds (or its Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of each of the Original Purchasers Funds (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany 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 Xxxxx, i Ventures, Highland Capital, Foundry Group Next 2018, L.P. (“Foundry Group”) and agrees that 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. (i) collectively, “Greenspring”), the Original Purchasers X. Xxxx Price Investors, and each of Durable (together with their respective partnersAffiliates) are professional investment organizations, affiliates and affiliates as such review the business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive compete directly or indirectly with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directorsbusiness (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, except as waived by to the Company pursuant to this Sectionextent permitted under applicable law, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Companyneither Xxxxx, i Ventures, Highland Capital, Foundry Group, the rights of the Original Purchasers to designate directors of the Company or any other relationshipX. Xxxx Price Investors, contractual or otherwiseDurable, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and nor Greenspring (iiitogether with their respective Affiliates) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may shall be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment by Xxxxx, i Ventures, Highland Capital, Foundry Group, Greenspring, the Original Purchasers X. Xxxx Price Investors, or Durable (or their respective Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Xxxxx, i Ventures, Highland Capital, Foundry Group, Greenspring, the Original Purchasers X. Xxxx Price Investors, or Durable (or their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges and agrees that (i) the Original Purchasers and each of their Xxxxxxx, Pivotal, Samsara and Versant (together with its respective partnersAffiliates) is a professional investment fund or company, affiliates and affiliates as such reviews the business plans and related proprietary information of its partners engage many enterprises and invests capital in a wide variety of activities and have investments in many other numerous portfolio companies, some of which may be deemed competitive directly or indirectly with the business of the Company; (ii) subject Group Companies’ businesses as currently conducted or as currently propose to be conducted. Nothing in this Agreement shall preclude or in any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directorsway restrict Xxxxxxx, except as waived by the Company pursuant to this SectionPivotal, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the CompanySamsara, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company Versant or any of its affiliatesrespective Affiliates from evaluating or purchasing securities, on the other hand; and (iii) from time to timeincluding publicly traded securities, of a particular enterprise, or investing or participating in connection any particular enterprise whether or not such enterprise has products or services which compete with the foregoing activities those of the Purchasers (collectivelyGroup Companies. The Company hereby agrees that, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member extent permitted under applicable Law, none of the Company’s Board of Directors designated by the Original Purchasers)Xxxxxxx, and neither the Original Purchasers nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company Pivotal, Samsara, Versant or any of its other stockholders. In addition, the Original Purchasers respective Affiliates shall not be liable to any Group Company for any claim arising out of, or based upon, (ia) the investment by the Original Purchasers Xxxxxxx, Pivotal, Samsara, Versant or any of its respective Affiliates in any entity competitive to with the Company, or (iib) actions taken by any partner, officer officer, employee or other representative of the Original Purchasers Xxxxxxx, Pivotal, Samsara, Versant or any of its respective Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such 41 Shareholders Agreement action has a detrimental effect on any Group Company; provided, however, that the foregoing shall not relieve (i) Xxxxxxx, Pivotal, Samsara, Versant or any of its respective Affiliates from liability associated with the unauthorized disclosure of any Group Company’s confidential information obtained pursuant to this Agreement, or (ii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company, unless such claim arises directly from the Original Purchasers’ misuse of confidential information in material breach of Section 3.4 of the Stockholders’ Agreement.

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) the Original Purchasers and each of their respective partnersneither DMC, affiliates and affiliates nor any of its partners engage in Affiliates, is a wide variety of activities and have investments in many other companies, some of which may be competitive with the business “competitor” of the Company; Company for purposes of this Agreement, (ii) subject to neither Athena, nor any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directorsits Affiliates (together, except as waived by the Company pursuant to this Section“Athena”), it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors a “competitor” of the Company or any other relationshipfor purposes of this Agreement, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities none of the Purchasers (collectivelyInvestors, the “Activities”)nor any of their respective Affiliates, the Original Purchasers may have information that may shall be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, upon any such activities including without limitation (iA) the an investment by the Original Purchasers any Investor or their respective Affiliates, directly or indirectly, in any entity competitive to with the Company, Company or (iiB) any other actions taken by any Investor or any of their respective Affiliates, or any partner, officer or other representative of the Original Purchasers thereof, to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, and whether or not such action has a detrimental effect on the Company, unless provided that any such claim arises actions are not in violation of such Investor’s obligations under this Agreement. The Company acknowledges that the Investors are in the business of venture capital 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 from the Original Purchasers’ misuse of confidential information in material breach of Section 3.4 or indirectly with those of the Stockholders’ AgreementCompany. Nothing in this Agreement shall 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, 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 or to any employee directly employed by an internal program of Philips that is competitive with the Company; and notwithstanding clause (ii) of the second sentence of this Section 2.13, Athena 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 or to any employee directly employed by an internal program of Athena that is competitive with the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges and agrees that the Investors (itogether with their Affiliates) the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage are in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of venture capital and/or private equity investing, review the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directorsbusiness plans and related proprietary information of, except as waived by the Company pursuant to this Sectionand invest in, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Companymany enterprises, the rights of the Original Purchasers to designate directors including enterprises which may have products or services which compete directly or indirectly with those of the Company (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, (A) nothing in this Agreement shall preclude or in any other relationship, contractual way restrict any Investor (or otherwise, between the Original Purchasers, on the one hand, and its Affiliates) from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company or any of its affiliates, on the other hand; and (iiiB) from time to time, in connection with the foregoing activities of the Purchasers each Investor (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or and its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers such Investor (or its Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer or other representative of the Original Purchasers such Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ 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 and agrees that (i) the Original Purchasers and each of 5AM Ventures, Avidity, each Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital and Viridian (together with their respective partnersAffiliates) is a professional investment organization, affiliates and affiliates as such reviews the business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive 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; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees . The Company hereby agrees that, to the Company’s Board extent permitted under applicable law, each of Directors5AM Ventures, except as waived by the Company pursuant to this SectionAvidity, it is critical that the Original Purchasers be permitted to continue to develop each Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital and Viridian (and their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of respective its affiliates, on the other hand; and (iiiAffiliates) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Original Purchasers 5AM Ventures, Avidity, any Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital or Viridian (or their respective its Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of the Original Purchasers 5AM Ventures, Avidity, any Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital or Viridian (or their respective its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that nothing contained in this Section 5.9 shall relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany 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 acknowledges and agrees that (i) the Original Purchasers Purchaser and each of their its respective partners, affiliates and affiliates of its partners engage in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ 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 Original Purchasers Purchaser be permitted to continue to develop their its current and future business and investment activities without any restriction arising from an investment by the Original Purchasers Purchaser in the Company, the rights right of the Original Purchasers Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Original PurchasersPurchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers Purchaser (collectively, the “Activities”), the Original Purchasers Purchaser may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member or members of the Company’s Board of Directors designated by the Original PurchasersPurchaser), and neither the Original Purchasers 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, the Original Purchasers Purchaser shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers Purchaser in any entity competitive to the Company, (ii) actions taken by any partnerofficer, officer director, stockholder or other representative of the Original Purchasers Purchaser to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers’ Purchaser’s misuse of confidential information in material breach of Section 3.4 2.5 of the Stockholders’ Rights Agreement.. The parties have executed this Common Stock Option Purchase Agreement as of the date first written above. US SENSOR SYSTEMS INC. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer ACORN ENERGY, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx

Right to Conduct Activities. The Company hereby agrees and acknowledges that Bessemer Venture Partners, GIM, LEC, X. Xxxx Price and agrees that the X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable Capital Master Fund LP (i) the Original Purchasers “Durable”), JPMC, Tiger and each of American Express Travel Related Services Company, Inc. (“Amex”), and their respective partnersaffiliated advisors and funds, affiliates are professional investment managers and/or funds, and affiliates of its partners engage as such, invest in a wide variety of activities and have investments in many other numerous portfolio companies, some of which may be deemed competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board business (as conducted or proposed to be conducted). None of DirectorsBessemer Venture Partners, except as waived by the Company pursuant to this SectionGIM, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the CompanyLEC, the rights of the Original Purchasers to designate directors of the Company or any other relationshipX. Xxxx Price Investors, contractual or otherwiseGV, between the Original PurchasersRaging Capital, on the one handTCV, and the Company TPG, Durable, JPMC, Tiger, Amex or any of its affiliates, on the other hand; their Affiliates (including affiliated advisors and (iiifunds) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may shall be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment by Bessemer Venture Partners, GIM, LEC, the Original Purchasers X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated funds, in any entity competitive to the Company, or (ii) actions taken by any advisor, sub-advisor, partner, officer or other representative of the Original Purchasers Bessemer Venture Partners, GIM, LEC, X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated advisor or fund, to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any member of the Stockholders’ AgreementBoard 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 and agrees that (i) the Original Purchasers and each of their respective partnersAtlas, affiliates Lilly Ventures Fund I, LLC, Beacon Bioventures Fund IV Limited Partnership, NEA, Amgen and affiliates of Novartis (each, together with its partners engage Affiliates) invests in a wide variety of activities and have investments in many other numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). 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 CompanyCompany 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 clauses (i), (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from of Subsection 5.9, if any Investor knowingly invests in any new portfolio company that, at the time of such initial investment, is a Competitor, such Investor may be deemed to timebe a Competitor if the Board, in connection after considering the circumstances of such investment, so determines; provided, further, that no Investor may be deemed to be a Competitor 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 activities foregoing, prior to the occurrence of any of the Purchasers termination events described in clauses (collectively, the “Activities”i), the Original Purchasers may have information that may be useful (ii) and (iii) of Subsection 5.9, each Investor shall disclose to the Company or its other stockholders 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 (which information may or may not be known by the member 30) days of the Company’s Board of Directors designated by the Original Purchasers)making such investment, and neither shall, prior to its purchase of additional shares of Series A Preferred Stock at each Milestone Closing under the Original Purchasers nor any director so designated shall have any duty to disclose any information known to such person or entity Purchase Agreement, certify to the Company or any that such Investor has complied with its obligations under this Subsection 5.8. The Company agrees that subject to the foregoing, to the extent permitted under applicable law, none of its other stockholders. In addition, the Original Purchasers Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any of the Original Purchasers Investors in any entity competitive to with the Company, or (ii) actions taken by any partner, officer or other representative of any of the Original Purchasers Investors to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges and agrees that (i) the Original Purchasers and each of Suvretta, Samsara Caas, the OrbiMed Funds, LAV Funds, Lilly and Deerfield (together with their respective partnersAffiliates) is a professional investment organization or otherwise engages in investment activities in the ordinary course of business, affiliates and affiliates as such reviews the business plans and related proprietary information of its partners engage in a wide variety of activities and have investments in many other companiesenterprises, some of which may be competitive 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; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any hereby agrees that, to the extent permitted under applicable law, none of its affiliatesSuvretta, on the other hand; and (iii) from time to timeSamsara, in connection with the foregoing activities of the Purchasers (collectivelyCaas, the “Activities”)OrbiMed Funds, the Original Purchasers may have information that may LAV Funds, Lilly, Deerfield (and their respective Affiliates) shall be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment by Suvretta, Samsara, Caas, the Original Purchasers OrbiMed Funds, LAV Funds, Lilly, Deerfield (or their respective Affiliates) in any entity competitive to with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Suvretta, Samsara, Caas, the Original Purchasers OrbiMed Funds, LAV Funds, Lilly, Deerfield (or their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company acknowledges and agrees that (i) the Original Purchasers Purchaser and each of their its respective partners, affiliates and affiliates of its partners engage in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ 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 Original Purchasers Purchaser be permitted to continue to develop their its current and future business and investment activities without any restriction arising from an investment by the Original Purchasers Purchaser in the Company, the rights right of the Original Purchasers Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Original PurchasersPurchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers Purchaser (collectively, the “Activities”), the Original Purchasers Purchaser may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original PurchasersPurchaser), and neither the Original Purchasers 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, the Original Purchasers Purchaser shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers Purchaser in any entity competitive to the Company, (ii) actions taken by any partner, officer or other representative of the Original Purchasers Purchaser to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers’ Purchaser’s misuse of confidential information in material breach of Section 3.4 of the Stockholders’ Agreement.

Right to Conduct Activities. The Company hereby agrees and acknowledges and agrees that each Investor (itogether with its affiliates) the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage in a wide variety of may make investments or otherwise conduct activities and have investments in many other companies, some of which may be deemed competitive with the Company’s business of the Company; (ii) subject as currently conducted or as currently proposed to any fiduciary obligations of the Original Purchasers’ designees be conducted). The Company hereby agrees that, to the Company’s Board of Directorsextent permitted under applicable law, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers no Investor shall be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment or other activity by the Original Purchasers in any Investor or any of its affiliates with respect to any entity competitive to with the Company, or (ii) actions taken by any partner, officer Investor or other representative any of the Original Purchasers its affiliates to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, unless such claim arises directly however, that the foregoing shall not relieve any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material obtained pursuant to this Agreement or breach of Section 3.4 any other agreement between Investor and the Company. (signature page follows) The parties are signing this Amended and Restated Investors' Rights Agreement as of the Stockholdersdate 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 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 acknowledges and agrees that (i) certain of the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage Investors are in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of venture capital and other investing or professional investment funds and therefore review the business plans and related proprietary information of many enterprises and invest in numerous enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company; (ii) subject to . Nothing in this Agreement shall preclude or in any fiduciary obligations way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Original Purchasers’ designees Company. The Company hereby agrees that, to the Company’s Board of Directorsfullest extent permitted under applicable law, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers no Investor shall be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or of and based solely upon, (i) the investment by the Original Purchasers such Investor or any affiliate of such Investor in any entity competitive to with the Company, or (ii) actions taken by any partner, officer or other representative of the Original Purchasers such Investor or any affiliate of such Investor to assist any such competitive company, whether or not such action was taken as a member of the board member of directors of such competitive company, company or otherwise, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers. (signature page follows) The parties are signing this Amended and Restated Investors’ misuse of confidential information in material breach of Section 3.4 Rights Agreement as of the Stockholdersdate stated in the 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 books and records: Wellington Management Company LLP Legal and Compliance 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Tel: (000) 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 Investor (together with its Affiliates) is a professional investment fund, or a venture investment arm of such Investor (or its Affiliates), and agrees 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 (iy) the Original Purchasers and each of their respective partners, affiliates and affiliates of its partners engage invests in a wide variety of activities and have investments in many other companiesnumerous portfolio companies and/or has Affiliates, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in any of the Transaction Agreements (as defined in the Purchase Agreement) shall preclude or in any way restrict any Investor from investing or participating in any particular enterprise, whether or not such enterprise may have products or services that compete (or may be deemed to compete) with those of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliateshereby agrees that, on to the other hand; and (iii) from time to timeextent permitted under applicable law, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may no Investor shall be useful liable to the Company or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), and neither the Original Purchasers 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, the Original Purchasers shall not be liable for any claim arising out of, or based upon, (i) the investment or other participation by the Original Purchasers such Investor in any entity or enterprise or the activities of such Investor’s Affiliates, in each case whether or not competitive to with the Company’s business in one or more respects, or (ii) actions taken by any partner, officer or other representative of the Original Purchasers an Investor to assist any such competitive companyentity or enterprise, whether or not such action was taken as a member of the board member 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, unless such claim arises directly however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the Original Purchasers’ misuse unauthorized disclosure of the Company’s confidential information in material breach of Section 3.4 obtained pursuant to this Agreement, or (y) any director or officer of the Stockholders’ AgreementCompany 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 acknowledges and agrees that (i) the Original Purchasers Purchaser and each of their its respective partners, affiliates and affiliates of its partners engage in a wide variety of activities and have investments in many other companies, some of which may be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ Purchaser's designees to the Company’s 's Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers Purchaser be permitted to continue to develop their its current and future business and investment activities without any restriction arising from an investment by the Original Purchasers Purchaser in the Company, the rights right of the Original Purchasers Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Original PurchasersPurchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (iii) from time to time, in connection with the foregoing activities of the Purchasers Purchaser (collectively, the “Activities”), the Original Purchasers Purchaser may have information that may be useful to the Company or its other stockholders (which information may or may not be known by the member or members of the Company’s 's Board of Directors designated by the Original PurchasersPurchaser), and neither the Original Purchasers 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, the Original Purchasers Purchaser shall not be liable for any claim arising out of, or based upon, (i) the investment by the Original Purchasers Purchaser in any entity competitive to the Company, (ii) actions taken by any partnerofficer, officer director, stockholder or other representative of the Original Purchasers Purchaser to assist any such competitive company, whether or not such action was taken as a board member of such competitive company, or otherwise, and whether or not such action has a detrimental effect on the Company, unless such claim arises directly from the Original Purchasers’ misuse of confidential information in material breach of Section 3.4 . The parties have executed this Stock Purchase Agreement as of the Stockholders’ Agreement.date first written above. US SEISMIC SYSTEMS, INC. By:________________________________ Name: Xxxxx Xxxxxxxx Title: President ACORN ENERGY, INC. By:________________________________ Name: Xxxx X. Xxxxx Title: President & CEO