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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On February 12,
2021, Longview held the Special Meeting of its stockholders. At the Special Meeting, a total of 30,506,581 (58.95%) of
Longview’s issued and outstanding shares of common stock held of record as of January 15, 2021, the record date for the
Special Meeting, were present either in person or by proxy, which constituted a quorum. Longview’s stockholders voted
on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is
set forth below.
(a) Proposal
No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve
the Business Combination Agreement and the Transactions, pursuant to which Merger Sub will merge with and into Legacy Butterfly
with Legacy Butterfly surviving the Merger as a wholly owned subsidiary of Longview (such proposal, the “Business Combination
Proposal”).
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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30,462,145
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13,614
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30,822
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0
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(b) Proposal No. 2 — The Charter Amendment Proposal, including the Advisory
Charter Amendment Proposals — to consider and vote upon a proposal to approve, assuming the Business Combination
Proposal is approved and adopted, the proposed Restated Certificate, which will replace the Longview Charter, and which will be
in effect as of the Effective Time (such proposal, the “Charter Amendment Proposal”).
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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27,759,911
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2,700,234
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46,436
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0
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The Advisory Charter
Amendment Proposals – to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following
material differences between the Restated Certificate and the Longview Charter, which are being presented in accordance with the
requirements of the SEC as six separate sub-proposals (such proposals, the “Advisory Charter Amendment Proposals”):
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(i)
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Advisory Charter Amendment Proposal A — Under the Restated Charter, the
Company will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of the Company’s
Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of the Company’s Class B common
stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, as opposed
to the Longview Charter, which authorizes Longview to issue 221,000,000 shares of capital stock, consisting of (a) 220,000,000
shares of common stock, including 200,000,000 shares of Longview Class A common stock, par value $0.0001 per share, and 20,000,000
shares of Longview Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of Longview preferred
stock, par value $0.0001 per share.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,092,427
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7,284,341
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129,813
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0
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(ii)
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Advisory Charter Amendment Proposal B — Under the Restated Charter, holders
of shares of the Company’s Class A common stock will be entitled to cast one vote per share of the Company’s Class A
common stock and holders of shares of the Company’s Class B common stock will be entitled to cast 20 votes per share
of the Company’s Class B common stock on each matter properly submitted to the Company’s stockholders entitled
to vote, as opposed to the Longview Charter, which provides that each share of Longview Class A common stock and Longview
Class B common stock is entitled to one vote per share on each matter properly submitted to Longview’s stockholders
entitled to vote.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,078,131
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7,289,880
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138,570
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0
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(iii)
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Advisory Charter Amendment Proposal C — Under the Restated Charter, any
action required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the
issued and outstanding shares of the Company’s Class B common stock represent less than 50% of the voting power of the
then outstanding shares of capital stock of the Company that would be entitled to vote for the election of directors, as opposed
to the Bylaws of Longview, which permit holders of Longview capital stock to take stockholder action by written consent.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,262,496
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7,128,911
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115,174
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0
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(iv)
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Advisory Charter Amendment Proposal D — Amendments to certain provisions
of the Restated Charter relating to the rights of the Company’s Class A common stock and the Company’s Class B
common stock will require (i) so long as any shares of the Company’s Class B common stock remain outstanding, the
affirmative vote of the holders of at least two-thirds of the outstanding shares of the Company’s Class B common stock,
voting as a separate class, (ii) so long as any shares of the Company’s Class A common stock remain outstanding,
the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Class A common stock, voting
as a separate class, and (iii) the affirmative vote of the holders of a majority of the voting power of the then outstanding
capital stock of the Company’s entitled to vote generally in the election of directors, voting together as a single class,
as opposed to the Longview Charter, which only requires such an amendment to be approved by stockholders in accordance with Delaware
law (except that, prior to Longview’s initial business combination, amendments to those provisions of the Longview Charter
relating to an initial business combination require the affirmative vote of the holders of at least 65% of shares of Longview Class A
common stock and Longview Class B common stock then outstanding).
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,273,917
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7,104,217
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128,447
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0
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(v)
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Advisory Charter Amendment Proposal E — The Company’s Bylaws
may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the Board present at
any regular or special meeting of the Board at which a quorum is present or (y) (i) when outstanding Class B
common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of the Company that
would be entitled to vote for the election of directors, the affirmative vote of the holders of at least two-thirds of the
voting power of the capital stock of the Company that would be entitled to vote in the election of directors or, prior to
such time, and (ii) the affirmative vote of the holders
of a majority of the voting power of the outstanding capital stock of the Company that would be entitled to vote in the election
of directors, as opposed to the Bylaws of Longview, which may be amended by the approval of a majority of the board of directors
of Longview (the “Longview Board”) or by the affirmative vote of the holders of a majority of the voting power
of all outstanding shares of Longview common stock entitled to vote generally in the election of directors.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,229,451
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7,119,726
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157,404
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0
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(vi)
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Advisory Charter Amendment Proposal F — The Restated Certificate provides
that the number of directors will be fixed and may be modified by the Board, provided that the number of directors cannot exceed
a certain threshold without the affirmative vote of the holders of (x) at least two-thirds of the voting power of the capital
stock of the Company that would be entitled to vote in the election of directors when outstanding Class B common stock represents
less than 50% of the voting power of the then outstanding shares of capital stock of the Company that would be entitled to vote
for the election of directors, or, prior to such time, and (y) a majority of the voting power of the outstanding capital stock
of the Company that would be entitled to vote in the election of directors, as opposed to the Longview Charter, which provides
that the number of directors will be determined by the Longview Board.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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23,270,735
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7,112,756
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123,090
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0
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(c) Proposal
No. 3 — The NYSE Proposal — to consider and vote upon a proposal to approve, assuming the
Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for the purposes of complying with the
applicable listing rules of the NYSE, the issuance of (i) up to 7,500,000 shares of Longview Class A common stock pursuant
to the Forward Purchase, if any, immediately prior to the Closing (as defined below), (ii) 17,500,000 shares of Longview Class A
common stock to the PIPE Investors pursuant to the Subscription Agreements immediately prior to the Closing, plus any additional
shares pursuant to Subscription Agreements we may enter into prior to Closing, and (iii) an aggregate of 118,401,695 shares
of the Company’s capital stock to existing Butterfly shareholders pursuant to the terms of the Business Combination Agreement,
in each case assuming a Closing Date of January 31, 2021 (such proposal, the “NYSE Proposal”).
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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29,666,831
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698,117
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141,633
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0
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(d) Proposal
No. 4 — The Director Election Proposal — to consider and vote upon a proposal to approve,
assuming the Business Combination Proposal, the Charter Amendment Proposal, and the NYSE Proposal are approved and adopted, the
election of seven (7) directors who, upon consummation of the Business Combination, will become the directors of the Company
until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter such proposal, the
“Director Election Proposal”):
Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Jonathan M. Rothberg, Ph.D.
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27,403,845
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3,102,736
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0
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Larry Robbins
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30,333,807
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172,774
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0
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Todd M. Fruchterman, M.D., Ph.D.
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30,417,511
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89,070
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0
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Dawn Carfora
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30,343,295
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163,286
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0
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John Hammergren
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30,329,121
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177,460
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0
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Gianluca Pettiti
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30,350,947
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155,634
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0
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S. Louise Phanstiel
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30,351,199
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155,382
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0
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(e) Proposal
No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal
to approve, assuming the Business Combination Proposal, the Charter Amendment Proposal and the NYSE Proposal are approved and adopted,
the 2020 Plan, including the authorization of the initial share reserve under the 2020 Plan (such proposal, the “Equity
Incentive Plan Proposal”), including with respect to the number of shares that may be issued pursuant to the exercise
of incentive stock options granted.
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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24,504,386
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5,777,140
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225,055
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0
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(f) Proposal
No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the
adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Amendment
Proposal, the NYSE Proposal, and the Equity Incentive Plan Proposal would not be duly approved and adopted by our stockholders
or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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30,212,936
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137,391
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156,254
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0
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