▸ Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.· · · · ● 1 ▸ The dual class structure of our common stock has the effect of concentrating voting power with our founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.· · · · ● 1 ▸ We are a smaller reporting company, and any decision on our part to comply only with reduced reporting and disclosure requirements applicable to such companies could make our common stock less attractive to investors.· · · · ● 1 ▸ While we intend to vigorously defend against these actions, there is no assurance that we will be successful in the defense or that insurance will be available or adequate to fund any settlement or judgment or the litigation and indemnification· · · · ● 1 ▸ Any interruption in the operations of our manufacturing facilities, or our suppliers’ or customers’ facilities, may impair our ability to deliver products or provide services.· · ● ● ● 3 ▸ Changes in applicable tax laws and regulations could adversely affect our business.· · ● ● ● 3 ▸ Healthcare industry cost-containment measures could result in reduced sales of our products and services.· · ● ● ● 3 ▸ Our research and development efforts may not succeed in developing commercially successful products and technologies, which could adversely affect our business.· · ● ● ● 3 ▸ We operate in highly competitive markets, competition may increase in the future, and our industry may be further disrupted.· · ● ● ● 3 ▸ The price of our common stock historically has been volatile, which may affect the price at which you could sell any shares of our common stock.· ● ● ● ● 4 ▸ We may not be able to successfully manage our sales force or increase our product sales at acceptable rates.· ● ● ● ● 4 ▸ We are subject to stringent privacy laws and information security policies and regulations.· · ● · · 1 ▸ An interruption in our operations could occur if we encounter delays or difficulties in securing these materials and components, or if the quality of the materials and components supplied do not meet our requirements, or if we cannot then· ● · · · 1 ▸ Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.· ● · · · 1 ▸ Changes in tax legislation could adversely affect our business and financial condition.· ● · · · 1 ▸ Even if such claims are without merit, we could incur substantial costs and the attention of our management, and technical personnel could be diverted in defending us against claims of infringement made by third parties or settling such claims.· ● · · · 1 ▸ If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.· ● · · · 1 ▸ We have broad discretion over the use of our cash, cash equivalents and marketable securities, and may not use them effectively.· ● · · · 1 ▸ We have incurred and will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also have incurred and will continue· ● · · · 1 ▸ We incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.· ● · · · 1 ▸ Direct-to-consumer marketing and social media efforts may expose us to additional regulatory scrutiny, including from the FTC and other consumer protection agencies and regulators.● ● · · · 2 rw ▸ If we are found to have violated laws protecting the confidentiality and security of health information, we could be subject to civil or criminal penalties, which could increase our liabilities and harm our reputation or our business.● ● · · · 2 ▸ If we do not successfully manage the development and launch of new products, we will not meet our long term forecasts, and operating and financial results and condition could be adversely affected.● ● · · · 2 ▸ If we do not successfully optimize and operate our sales and distribution channels or we do not effectively expand and update infrastructure, our operating results and customer experience may be negatively impacted.● ● ● · · 3 ▸ If we fail to meet any applicable product quality standards and our products are the subject of recalls or safety alerts, our reputation could be damaged, we could lose customers, and our revenue and results of operations could decline.● ● · · · 2 ▸ If we fail to obtain marketing authorization in other countries for existing products or products under development, we will not be able to commercialize these products in those countries.● ● · · · 2 ▸ Item 1, Business — Manufacturing — Key Agreements — Manufacture and Supply Agreement with Benchmark Electronics, Inc.● · · · · 1 ▸ Numerous factors may limit any potential competitive advantage provided by our intellectual property rights.● ● · · · 2 ▸ Our devices use lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame, and these events may raise concerns about the batteries that we use.● ● · · · 2 ▸ Our issued patents could be found invalid or unenforceable if challenged in court, which could have a material adverse impact on our business.● ● · · · 2 ▸ Our promotional materials and training methods must comply with FDA and other applicable laws and regulations, including the prohibition of the promotion of unapproved, or off-label, uses. Physicians may, however, use our products● · · · · 1 ▸ Our use of programmatic digital advertising platforms for our eCommerce sales may lead to unwanted advertising and to reputational harm.● ● · · · 2 ▸ Quality problems could lead to recalls or safety alerts and/or reputational harm and could have a material adverse effect on our business, results of operations, financial condition and cash flows.● ● · · · 2 ▸ Should any of these events occur, they could significantly harm our business and results of operations.● ● · · · 2 ▸ The occurrence of any of these events may have a material adverse effect on our business, financial condition and results of operations.● ● · · · 2 ▸ The valuation of our warrants could increase the volatility in our net income (loss) in our consolidated statements of operations.● ● · · · 2 ▸ There is no guarantee that the FDA will grant 510(k) clearance or PMA approval of our future products, and failure to obtain necessary clearances or approvals for our future products would adversely affect our ability to grow our business.● ● · · · 2 ▸ U.S. taxation of international business activities or the adoption of tax reform policies could materially impact our future financial position and results of operations.● ● · · · 2 ▸ We are currently subject to a securities class action lawsuit and stockholder derivative actions, the unfavorable outcomes of which may have a material adverse effect on our financial condition, results of operations, and cash flows.● ● ● ● · 4 rw ▸ We are subject to export and import control laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.● ● · · · 2 ▸ We cannot predict the impact our dual class structure may have on the stock price of our Class A common stock.● ● · · · 2 ▸ We have incurred and will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, results of operations, and financial condition.● ● · · · 2 ▸ We have limited experience in marketing and selling our products and related services, and if we are unable to successfully commercialize our products and related services, our business and operating results will be adversely affected.● ● ● · · 3 ▸ We may acquire other businesses, products or technologies as well as pursue strategic alliances, joint ventures, technology licenses or investments in complementary businesses. Other than the Business Combination, we have not made any● · · · · 1 ▸ We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.● ● · · · 2 ▸ We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.● ● · · · 2 ▸ We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of their other clients or former employers to us, which could subject us to costly litigation.● ● · · · 2 ▸ We may experience manufacturing problems or delays that could limit the growth of our revenue or increase our losses.● ● ● ● · 4 ▸ We may not be able to protect our intellectual property rights throughout the world, which could materially, negatively affect our business.● ● · · · 2 ▸ We will need to expand our organization, and we may experience difficulties in recruiting needed additional employees and consultants, which could disrupt our operations.● ● · · · 2 ▸ Because we are a “controlled company” within the meaning of the NYSE rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.● ● · · ● 3 ▸ If we dedicate significant resources to our international operations and are unable to manage these risks effectively, our business, operating results, and financial condition may be adversely affected.● ● ● · ● 4 rw ▸ Unless the context otherwise requires, references in this section to “we,” “us,” “our,” and the “Company” refer to Butterfly Network, Inc. and its subsidiaries.● ● · · ● 3 rw ▸ Acquisitions, joint ventures, or other strategic transactions, including in connection with our Butterfly EmbeddedTM program, could disrupt our business, cause dilution to our stockholders, and otherwise harm our business.● ● ● ● ● 5 rw ▸ Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our products.● ● ● ● ● 5 ▸ Delaware law and provisions in our certificate of incorporation and bylaws could make a takeover proposal more difficult.● ● ● ● ● 5 ▸ If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.● ● ● ● ● 5 ▸ If we are unable to attract, recruit, train, retain, motivate, and integrate key personnel, we may not achieve our goals.● ● ● ● ● 5 rw ▸ If we are unable to continue establishing and maintaining adequate sales and marketing capabilities, or unable to continue entering into and maintaining arrangements with third parties to sell and market our products, our business may be harmed.● ● ● ● ● 5 rw ▸ If we are unable to continue the development of an adequate sales and marketing organization and/or if our direct sales organization is not successful, we may have difficulty achieving market awareness and selling our products in the future.● ● ● ● ● 5 ▸ If we are unable to protect our intellectual property, our ability to maintain any technological or competitive advantage over our competitors and potential competitors would be adversely impacted, and our business may be harmed.● ● ● ● ● 5 ▸ If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business, and investors’ views of us.● ● ● ● ● 5 rw ▸ In some instances in our advertising and promotion, we may make claims regarding our medical devices as compared to competing products, which may subject us to heightened regulatory scrutiny, enforcement risk, and litigation risks.● ● ● ● ● 5 rw ▸ Medical device development is costly and involves continual technological change, which may render our current or future medical devices obsolete.● ● ● ● ● 5 rw ▸ Our ability to use net operating losses and certain other tax assets to offset future income may be subject to certain limitations.● ● ● ● ● 5 ▸ Our success depends upon market acceptance of our products and services, our ability to develop and commercialize existing and new products and services and generate revenues, and our ability to identify new markets for our technology.● ● ● ● ● 5 ▸ group Risks Related to Butterfly’s Intellectual Property● ● ● ● ● 5 ▸ Risks Related to Government Regulation and Other Legal Compliance Matters● ● ● ● ● 5 ▸ group Risks Related to Our Business and Operations● ● ● ● ● 5 ▸ group Risks Related to Our Financial Condition and Capital Requirements● ● ● ● ● 5 ▸ group Risks Related to Our Securities and to Being a Public Company● ● ● ● ● 5 ▸ Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations.● ● ● ● ● 5 rw ▸ We are dependent upon the success of our sales and customer acquisition and retention strategies.● ● ● ● ● 5 rw ▸ We are subject to extensive government regulation, which could restrict the development, marketing, sale, and distribution of our products and could cause us to incur significant costs.● ● ● ● ● 5 rw ▸ We could be adversely affected by violations of the FCPA and other worldwide anti-bribery laws by us or our agents.● ● ● ● ● 5 rw ▸ We face the risk of product liability claims and may be subject to damages, fines, penalties, and injunctions, among other things.● ● ● ● ● 5 rw ▸ We have and may continue to experience pricing pressures from contract suppliers or manufacturers on which we rely.● ● ● ● ● 5 ▸ We may be subject to enforcement action if we engage in improper or off-label marketing or promotion of our medical devices, including fines, penalties, and injunctions.● ● ● ● ● 5 rw ▸ We may need or may choose to obtain licenses from third parties to advance our research or allow commercialization of our current or future products, and we cannot provide any assurances that we would be able to obtain such licenses.● ● ● ● ● 5 ▸ We may use third-party open source software components in future products, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell such products.● ● ● ● ● 5 ▸ We use third-party software that may cause errors or failures of our products that could lead to lost customers or harm to our reputation.● ● ● ● ● 5 
