EX-10.8.2 2 tm2036017d15_ex10-8d2.htm EXHIBIT 10.8.2

Exhibit 10.8.2

January 24, 2021

Laurent Faracci

Re:

Separation Agreement

Dear Laurent:

The purpose of this letter agreement (this “Agreement”) is to confirm your resignation from Butterfly Network, Inc. (the “Company”) as its Chief Executive Officer as of January 23, 2021, and to set forth the terms of your resignation and separation from Company and Insperity PEO Services, L.P. (“Insperity”). Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the Effective Date (as defined below).

Separation of Employment. You resigned your employment with Company effective as of January 23, 2021 (the “Separation Date”). You acknowledge and agree that from and after the Separation Date, you will not represent yourself as an employee or agent of Company or Insperity. As of the Separation Date, you shall have been deemed to have resigned from each and every office, position or responsibility in which you served for Company and each of its affiliates, subsidiaries or divisions, including as a director of Company.

Company Equity. You were granted options (each, an “Option”) to purchase shares of Company’s common stock pursuant to the terms of the following four option agreements:

· Option No. 540-ISO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “540-ISO Award”);

· Option No. 540-NQO Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “540-NQO Award”);

· Option No. 541 Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “541 Award”); and

· Option No. 542 Stock Option Grant Notice and Stock Option Agreement, dated April 23, 2020 (the “542 Award”).

Each of the forgoing Options is subject to the terms of Company’s 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). Subject to Section 5, as of the Separation Date, you acknowledge and agree that the table below sets forth a complete and accurate list of Options as of the Separation Date:

Issuing Company	Grant Number	Grant Date	# of Shares Granted	# of Shares Vested	Type of Option
Butterfly Network, Inc.	540-ISO	April 23, 2020	55,000	0	Time-Based
Butterfly Network, Inc.	540-NQO	April 23, 2020	4,295,000	0	Time-Based
Butterfly Network, Inc.	541	April 23, 2020	1,635,000	0	Performance-Based
Butterfly Network, Inc.	542	April 23, 2020	1,635,000	0	Performance-Based

You acknowledge and agree that as of the Separation Date, you are not vested in any of the shares under the 540-ISO Award or the 540-NQO Award and, subject to Section 5, all unvested shares subject to the 540-ISO Award and the 540 NQO Award will be forfeited as of the Separation Date. You and the Company acknowledge that the 541 Award and the 542 Award will remain outstanding in accordance with their terms through April 23, 2021, the three month period following the Separation Agreement. You further acknowledge that: (a) the Company expects to enter into the transactions contemplated by that certain Business Combination Agreement by and among Longview Acquisition Corp. (“Parent”), a Delaware corporation, Clay Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and the Company (as amended from time to time, the "Business Combination Agreement") pursuant to which, among other things, (i) Merger Sub will merge with and into the Company with the Company as the surviving company in the merger and (ii) each share of the Company's capital stock (other than shares of the Company's Series A Preferred Stock) will automatically be converted into the right to receive shares of Class A common stock, par value $0.0001 per share, of Parent, as set forth in, and subject to, the Business Combination Agreement (the “Business Combination”); (b) the Business Combination is not and will not result in a “2X Financing” (as that term is defined in the 541 Award) and is not and will not result in a “5X Financing” (as that term is defined in the 542 Award); (c) none of the shares subject to the 541 Award or the 542 Award will vest in connection with the consummation of the Business Combination or the surviving company’s shares becoming publicly tradable securities as a result of the Business Transaction; and (d) if a 2X Financing or a 5X Financing does not occur by April 23, 2021, neither the 541 Award or the 542 Award will vest and you will forfeit both the 541 Award and the 542 Award in total to the Company on such date.

Affiliate Equity. Your offer letter from Company dated December 18, 2019 (the “Offer Letter”) provided that, subject to the approval of the Board of Directors of Hyperfine Research, Inc. (“Hyperfine”), you would receive an option to acquire up to 350,000 shares of common stock (the “Hyperfine Option”) and, subject to the approval of the Board of Directors of 4Bionics, LLC (“4Bionics”), you would receive 409,000 Incentive Units (the “4Bionics Unit Award”), in each case subject to vesting based on your continued employment with Company. You and Company agree that you have not satisfied as of the Separation Date any of the vesting or forfeiture requirements on which the foregoing equity awards would have been predicated; and you therefore do not have any rights to hold or acquire any shares of common stock of Hyperfine or any Incentive Units of 4Bionics.

Relocation Payment. You will promptly repay to Company the net amount that you received after withholding from the December 15, 2020 $161,864.70 relocation bonus. Once repaid, Company will deduct from your 2020 W-2 wages the gross amount of $161,864.70.

Separation Benefits. In exchange for the promises and release of claims contained herein, Company shall provide you with the following (the “Separation Benefits”):

(a)

A cash severance amount equal to $900,000 (the “Severance”), such amount representing one (1) year of your base salary and a bonus equal to fifty-percent (50%) of your base salary. The Severance, less applicable withholdings, will be paid on Company’s first payroll pay date occurring on or after the Effective Date.

(b)

Notwithstanding the terms of the Offer Letter, Company will also pay you an amount equal to $150,000, such amount representing the bonus payable for 2020 (the “2020 Bonus”). The 2020 Bonus will be paid in a lump sum payment in February 2021, less all applicable federal, state, local and other legally required or authorized deductions. You acknowledge that the Company has the sole obligation to pay the amounts due under Sections 5(a) and (b), and that Insperity has no obligation to pay the additional compensation, even though the payments may be processed through Insperity.

(c)

Notwithstanding anything in any Option Agreement or Plan to the contrary: (x) the number of shares subject to the 540-ISO Award and the 540-NQO Award that would have vested if you had remain employed through the one (1) year anniversary of the Separation Date shall vest as of the Effective Date as set forth in the chart below (the “Vested Options”); (y) the Vested Options shall remain exercisable until the five (5) year anniversary of the Separation Date; and (z) except as modified in this Section, the 540-ISO Award and the 540-NQO Awards shall survive the execution of this Agreement continue to be governed by the terms of the applicable Stock Option Agreement and the Plan:

Issuing Company	Grant Number	Grant Date	# of Shares Granted	# of Shares Vested	Type of Option
Butterfly Network, Inc.	540-ISO	April 23, 2020	55,000	19,244	Time-Based
Butterfly Network, Inc.	540-NQO	April 23, 2020	4,295,000	1,503,247	Time-Based

You acknowledge that except for the Separation Benefits, your final wages, and any accrued but unused vacation (each of which shall be paid to you in accordance with Company’s regular payroll practices and applicable law), you are not now and shall not in the future be entitled to any other compensation from Company or any of its affiliates, subsidiaries or divisions, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, equity, units, stock, stock options, carve out, paid time off or any other form of compensation or benefit.

COBRA Benefits. Regardless of whether you sign the Agreement, you shall have the right to elect to continue your medical and dental benefits pursuant to the terms and conditions of COBRA. Your eligibility for benefits under COBRA, the amount of such benefits, and the terms and conditions of such benefits, shall be determined by COBRA statutory and regulatory guidelines. Subject to your timely election of continuation coverage under COBRA and your signing this Agreement, Company will reimburse you or pay on your behalf the monthly premium payable to continue your and your eligible dependents’ participation in the Company’s group health plan for the twelve month period following the Separation Date, provided that if you become eligible for coverage under a subsequent employer’s group health plan, the Company’s obligation to reimburse you under this Section will immediately terminate. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, Company-paid premiums will be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.

Unemployment Benefits. By virtue of your separation of employment, you shall be entitled to apply for unemployment benefits. The determination of your eligibility for such benefits (and the amount of benefits to which you may be entitled) shall be made by the appropriate state agency pursuant to applicable state law. Company agrees that it shall not contest any claim for unemployment benefits by you. Company, of course, shall not be required to falsify any information.

Return of Property, Confidentiality, Non-Disparagement, and Related Matters. You expressly acknowledge and agree to the following:

(a)

You have returned to Company all documents (and any copies, duplicates, or replicas thereof), and property, including, without limitation, any laptop computer that was provided to you by Company or any of its affiliates, including 4-Combinator, Inc., 4Catalyzer Corporation, Company’s and their respective divisions, affiliates, parents, subsidiaries and related entities, and all of its and their owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (collectively, the “Company Affiliates”) during your employment with Company, and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of Company’s and Company Affiliates’ trade secrets and/or confidential and proprietary documents and information.

(b)

In the event that you receive an order, subpoena, request, or demand for disclosure of Company’s or a Company Affiliate’s trade secrets and/or confidential and proprietary documents and information from any court or governmental agency, or from a party to any litigation or administrative proceeding, unless prohibited by a court or government agency order, you shall as soon as reasonably possible and prior to disclosure notify Company of the same, in order to provide Company with the opportunity to assert its or a Company Affiliate’s respective interests in addressing or opposing such order, subpoena, request, or demand.

(c)

You agree that all information relating in any way to this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law).

(d)

You previously executed a Non-Competition, Confidentiality and Intellectual Property Agreement dated December 27, 2019 (the “Confidentiality Agreement”). The Confidentiality Agreement remains in full force and effect and survives the termination of your employment with Company. You will honor and abide by the terms and provisions of the Confidentiality Agreement.

(e)

You will not make any statements that are disparaging about, or adverse to, the interests or business of Company or any Company Affiliate (including their respective officers, directors, employees, and direct or indirect shareholders) including, without limitation, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of Company or any Company Affiliate (including its officers, directors, employees, and direct or indirect shareholders). You further agree not to make any statements that are disparaging about, or adverse to, the interests or business of Glenview Capital Management, LLC, its subsidiaries and affiliates or any of their respective officers, directors, employees, and direct or indirect members or equity holders (“Glenview”). You also agree that through the closing date of the Business Combination and for 90 days thereafter, you will not make any public media statements with respect to the Business Combination, the parties to the Business Combination or your separation of employment without the prior approval of Company in any manner whatsoever (including through the use of any social networking sites, blogs, forums or any similar medium, including in response to inquiries from other users of such medium) whether directly or indirectly through a third party (and Company hereby approves statements that are consistent with the public statements made by Company).

(f)

Your breach of any of the foregoing covenants by you shall constitute a material breach of this Agreement and shall relieve Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to Company, shall entitle Company to recover any Separation Benefits already paid or provided to you pursuant to Section 4 of this Agreement and result in the immediate forfeiture and termination of the Vested Options.

(g)

Company and Parent will not make in any public press statement, and Company will cause each of Company’s directors and executive officers and Parent’s directors and named executive officers not to make, any statements that are disparaging about, or adverse to you.

Your Release of Claims.

(a)

You hereby agree and acknowledge that by signing this Agreement and accepting the Separation Benefits, and for other good and valuable consideration provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against Company and each of Insperity, 4-Combinator, Inc. and 4Catalyzer Corporation, each of the foregoing entities’ respective divisions, affiliates, parents, subsidiaries and related entities, including Hyperfine and 4Bionics, and all of the foregoing entities’ owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns (the “Company Parties”) whatsoever for any alleged action, inaction or circumstance existing or arising from the beginning of time through the Effective Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against Company or any of Company Parties seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against Company or any Company Party, for any alleged action, inaction or circumstance existing or arising through the Effective Date. Without limiting the generality of the foregoing, you specifically waive and release Company and Company Parties from any waivable claim arising from or related to your employment relationship with Company through the Effective Date including, without limitation:

(i)

Claims under any New York (or any other state) or federal discrimination, fair employment practices, or other employment related statute, regulation or executive order (as amended through the Effective Date), including but not limited to the Age Discrimination in Employment Act and Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.), the Civil Rights Acts of 1866 and 1871 and Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. §2000ff et seq.), the Uniformed Services Employment and Reemployment Rights Act of 1994 (38 U.S.C. § 4301 et seq.), the Equal Pay Act (29 U.S.C. § 201 et seq.), the Lily Ledbetter Fair Pay Act, the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Rehabilitation Act of 1973, the New York State Human Rights Law, the New York State Fair Credit Reporting Act, the New York State Correction Law, the New York Quarantine Leave Law, the New York City Human Rights Law, including but not limited to the New York City Fair Chance Act, the New York City Earned Sick and Safe Time Act, and the Stop Credit Discrimination in Employment Act, and any similar New York or other federal, state or local statute.

(ii)

Claims under any New York (or any other state) or federal employment related statute, regulation or executive order (as amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment, including but not limited to the Fair Labor Standards Act (29 U.S.C. § 201 et seq.), the National Labor Relations Act (29 U.S.C. § 151 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1000 et seq.), COBRA (29 U.S.C. § 1161 et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. § 2101 et seq.), and any similar New York or other federal, state or local statute, and specifically including Claims related to salary, overtime, commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay, severance pay, or retaliation.

(iii)

Claims under any New York (or any other state) or federal common law theory, including, without limitation, wrongful discharge, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, privacy violations, invasion of privacy, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, wrongful termination in violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, fraudulent inducement, misrepresentation, deceit, fraud or negligence, rehire or reemployment rights or any claim to attorneys’ fees under any applicable statute or common law theory of recovery.

(iv)

Claims under any New York (or any other state) or federal statute, regulation or executive order (as amended through the Effective Date) relating to whistleblower protections, violation of public policy, or any other form of retaliation or wrongful termination, including but not limited to the Sarbanes-Oxley Act of 2002 and any similar New York or other federal, state or local statute.

(v)

Claims under any Company employment, compensation, bonus, benefit, stock option, incentive compensation, restricted stock, and/or equity plan, program, policy, practice or agreement, including, without limitation, any Option, the Plan and the Offer Letter other than as such rights have been specifically preserved under this Agreement;

(vi)

Claims against Company or any Company Party arising out of or related to the alleged vesting of shares under the 541 Award, the 542 Award or the Plan arising out of or in connection with the Business Combination;

(vii)

Claims against Company, any Company Party, Hyperfine or 4Bionics arising out or related to the Hyperfine Option or the 4Bionics Unit Award; or

(viii)

Any other Claim arising under other local, state or federal law.

(b)

Notwithstanding the foregoing, this Section 8 does not:

(i)

Release Company or any Company Party from any obligation expressly set forth in this Agreement;

(ii)

Waive or release any legal claims to vested benefits under Company’s employee benefit plans, including Company’s 401(k) plan;

(iii)

Waive or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws;

(iv)

Waive or release any legal claims to indemnification under the indemnification agreement between you and Company and Company’s director and officers’ insurance policies in effect from time to time;

(iv)

Prohibit you from (i) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including the Securities Exchange Commission, the Equal Employment Opportunity Commission, the New York State Division of Human Rights, New York City Commission on Human Rights, and/or OSHA); (ii) filing and, including as provided for under Section 21F of the Securities Exchange Act of 1934 (and Regulation 21F thereunder), maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency that is responsible for enforcing a law; or (iii) providing truthful information to a governmental, regulatory and/or administrative entity or agency, law enforcement, or court, in response to compulsory legal process or as otherwise required by law or legal process or as permitted by Section 21F of the Securities Exchange Act of 1934 (or Regulation 21F thereunder); provided, however, you waive the right to recover any personal damages or other personal relief based on any claim, cause of action, demand, lawsuit or similar that is waived pursuant to this Agreement and brought by you or on your behalf by any third party, including as a member of any class or collective action, except that you do not waive any right to receive and fully retain any monetary award from a government-administered whistleblower award program for providing information to a government agency, including but not limited to damages or relief that may be available to you pursuant to such a program under the Securities Exchange Act of 1934.

(d)

You further understand and expressly agree that this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past or present, arising from or attributable to any conduct of Company or any Company Party. You acknowledge that you may later discover facts in addition to or different from those which you now believe to be true with respect to the matters released in this Agreement. You, however, agree that you have taken that possibility into account in reaching this Agreement, and that the release in this Agreement will remain in effect as a full and complete release for all claims existing as of the date you execute this Agreement, notwithstanding the discovery or existence of additional or different facts.

(e)

You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Separation Benefits provided to you under the terms of this Agreement.

10.

Registration Rights Agreement and Lockup Agreement. If Company consummates the Business Combination, (a) the Company hereby agrees that you may be a party to the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) contemplated by the Business Combination Agreement as a Butterfly Holder ( as defined in the Registration Rights Agreement), and (b) you hereby agree and commit that during the Lock-Up Period, you shall not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Company’s Common Stock or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock, including the Vested Options, whether now owned or hereinafter acquired, that is owned directly by you (including securities held as a custodian) or with respect to which you may have beneficial ownership within the rules and regulations of the Securities and Exchange Commission (such securities that are subject to the Lock-up Period, the “Restricted Securities”) and you agree to enter into a related lock up agreement in the form to be entered into by affiliates of Company. The Lock-Up Period means: the period ending on the earlier of (i) 180 days after the closing of the Business Combination (the “Closing”); and (ii) subsequent to the Closing, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading days after the Closing or (y) the date on which Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The foregoing restriction is expressly agreed to preclude you from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than you. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. You hereby represent and warrant that you now have and for the duration of the Lock-up Period, will continue to have good and marketable title to the Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact your ability to comply with the foregoing restrictions. You agree and consent to the entry of stop transfer instructions with Company’s transfer agent and registrar against the transfer of any Restricted Securities during the Lock-up Period.

11.

Waiver of Employment. You hereby waive and release forever any right or rights you may have to employment with Company and any affiliate thereof at any time in the future, and agree not to seek or make application for employment with Company or any affiliate thereof.

12.

Reference Requests. To the extent Company receives any reference request for you from a prospective employer, Company shall only provide dates of employment and last position held, and shall not otherwise characterize or discuss the nature of or circumstances surrounding your separation from employment from Company.

13.

Modification; Waiver; Severability. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto. The failure of Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of Company’s right to seek enforcement of such provision in the future. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full.

14.

Choice of Law and Venue; Jury Waiver. This Agreement shall be deemed to have been made in New York and shall be governed by and construed in accordance with the laws of New York, without giving effect to conflict of law principles. Both parties hereby waive and renounce in advance any right to a trial by jury in connection with such legal action.

15.

Entire Agreement. You acknowledge and agree that, other than the Confidentiality Agreement, the 540-ISO Award, and the 540-NQO Award, which are expressly incorporated herein by reference and stated as surviving the signing of this Agreement, this Agreement supersedes any and all prior or contemporaneous oral and written agreements between you and Company, and sets forth the entire agreement between you and Company.

16.

Tax Matters. Company will withhold required federal, state, and local taxes from any and all payments contemplated by this Agreement. Other than Company’s obligation and right to withhold, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments contemplated by this Agreement (including, but not limited to, those imposed under Section 409A of the Code (as defined below)). It is intended that payments and benefits made or provided to you under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986 (as amended) (the “Code”) or an exemption to Section 409A of the Code. You acknowledge and agree, however, that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including, without limitation, to consequences related to Section 409A of the Code. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code.

17.

Knowing and Voluntary Agreement. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither Company nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement.

18.	ADEA Waiver. You understand and agrees that with respect to any possible claim arising under the Age Discrimination in Employment Act of 1967 (*“ADEA”*) you:

Have had the opportunity to consider this Agreement for a full twenty-one (21) calendar days before executing it (the “Review Period”), and if signing this Agreement before the end of the Review Period, you have voluntarily waived the remainder of the Review Period.

Have carefully read and fully understands all of the provisions of this Agreement.

Are, through this Agreement, releasing Company and all of Company Parties from any and all claims you may have against them.

Knowingly and voluntarily agree to all of the terms set forth in this Agreement.

Knowingly and voluntarily intend to be legally bound by the terms of this Agreement.

Were advised and hereby are advised in writing to consider the terms of this Agreement and to consult with an attorney of your choice prior to executing this Agreement.

Understand that rights or claims under the ADEA that may arise due to acts or omissions that occur after the Effective Date are not waived.

Understand that you have a period of seven (7) calendar days after the date that you sign this Agreement to revoke your acceptance of the terms of this Agreement by actually completing delivery of (not merely dispatching) a written notification by e-mail to Mary Miller, General Counsel, c/o Butterfly Network, Inc., mmiller@butterflynetinc.com

19.

Execution and Delivery. Delivery of this Agreement by you to Company shall be effective provided it is made no earlier than the Separation Date and no later than February 15, 2021. The executed Agreement should be delivered to Company by scanning and then e-mailing it to Mary Miller, General Counsel, c/o Butterfly Network, Inc., mmiller@butterflynetinc.com. You understand that you have seven (7) calendar days from the date you sign this Agreement to revoke your consent to this Agreement. Any such revocation must be in writing and timely delivered by e-mail to the email address directly above. If you revoke this Agreement, all of its provisions shall be void and unenforceable. This Agreement shall become effective on the eighth day after you sign it, so long as you have not exercised your right to revoke it (such date, the “Effective Date”).

[Signature Page Follows]

This Agreement may be signed on one or more copies, each of which when signed shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. If the foregoing correctly sets forth our understanding, please sign, date and return the enclosed copy of this Agreement in accordance with Section 18 above.

Sincerely,

BUTTERFLY NETWORK, INC.

By:	/s/ Jonathan M. Rothberg
	Jonathan M. Rothberg
	Chairman of the Board

Date:	January 24, 2021

Agreed and Acknowledged:


/s/ Laurent Faracci
Laurent Faracci

Date:	January 24, 2021