Exhibit  10.13


 


 


 


 


 


 


 


 


 


 


 


 


 


SEQLL INC.


 


INVESTORS’ RIGHTS AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









    


     


    

 


TABLE OF CONTENTS


 




	1. 	Definitions	1
	 	 	 
	2.   	Registration Rights	4
	 	2.1   	Demand Registration.	4
	 	2.2   	Company Registration	5
	 	2.3   	Underwriting Requirements.	5
	 	2.4  	 Obligations of the Company	6
	 	2.5 	Furnish Information	7
	 	2.6 	Expenses of Registration	8
	 	2.7 	Delay of Registration	8
	 	2.8  	Indemnification	8
	 	2.9 	Reports Under Exchange Act	10
	 	2.10	Limitations on Subsequent Registration Rights	10
	 	2.11  	“Market Stand-off” Agreement	11
	 	2.12  	Restrictions on Transfer.	11
	 	2.13	Termination of Registration Rights	13
	 	 	 	 
	3.  	Information Rights.	13
	 	3.1	Delivery of Financial Statements	13
	 	3.2 	Inspection	14
	 	3.3  	Termination of Information Rights	14
	 	3.4  	Confidentiality	14
	 	 	 	 
	4.	Rights to Future Stock Issuances.	15
	 	4.1	Right of First Offer	15
	 	4.2   	Termination	16
	 	 	 	 
	5. 	Additional Covenants.	16
	 	5.1 	Insurance	16
	 	5.2   	Certain Employee Agreements	16
	 	5.3 	Employee Stock	16
	 	5.4 	Successor Indemnification	17
	 	5.5  	Termination of Covenants	17
	 	 	 	 
	6. 	Miscellaneous.	17
	 	6.1   	Successors and Assigns	17
	 	6.2 	Governing Law	17
	 	6.3  	Counterparts	17
	 	6.4	Titles and Subtitles	18
	 	6.5	Notices	18
	 	6.6  	Amendments and Waivers	18
	 	6.7 	Severability	18
	 	6.8	Aggregation of Stock	19
	 	6.9  	Entire Agreement	19
	 	6.10 	Dispute Resolution	19
	 	6.11  	Delays or Omissions	19


 


Schedule A - Schedule of Investors


 




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INVESTORS’
RIGHTS AGREEMENT


 


THIS INVESTORS’ RIGHTS
AGREEMENT (this “Agreement”), is made as of September 30, 2018, by and among SeqLL Inc., a Delaware corporation (the
“Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement
as an “Investor,” that becomes a party to this Agreement.


 


RECITALS


 


WHEREAS, the Investors
are parties to that certain Exchange Agreement of even date herewith between the Company and such Investors (the “Exchange Agreement”),
under which the Company agrees to issue each Investor a warrant pursuant to the terms and subject to the conditions set forth in the Exchange
Agreement (the “Warrant”) .


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


1. Definitions.
For purposes of this Agreement:


 


1.1. “Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common
control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any
venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the
same management company with, such Person.


 


1.2. “Common
Stock” means shares of the Company’s common stock, par value $0.00001 per share.


 


1.3. “Competitor”
means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture
or similar arrangement (whether now existing or formed hereafter)), in the provision of genomic transcriptomic sequencing and analysis
services and sales of equipment relating to the same, but shall not include any financial investment firm or collective investment vehicle
that, together with its Affiliates, holds less than twenty percent (20)% of the outstanding equity of any Competitor and does not, nor
do any of its Affiliates, have a right to designate any members of the Board of Directors of any Competitor.


 


1.4. “Damages”
means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the
Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises
out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement
of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii)
an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein
not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities
Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or
any state securities law.


 






    


     


    

 


1.5. “Derivative
Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly),
Common Stock, including the Warrants.


 


1.6. “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


1.7. “Excluded
Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant
to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration
on any form that does not include substantially the same information as would be required to be included in a registration statement covering
the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable
upon conversion of debt securities that are also being registered.


 


1.8. “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities
Act subsequently adopted by the SEC.


 


1.9. “Form
S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities
Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the
Company with the SEC.


 


1.10. “GAAP”
means generally accepted accounting principles in the United States.


 


1.11. “Holder”
means any holder of Registrable Securities who is a party to this Agreement.


 


1.12. “Immediate
Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.


 


1.13. “Initiating
Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.14. “IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act.


 


1.15. “Key
Employee” means any executive-level employee (including, division director and vice president-level positions) as well as any
employee who, either alone or in concert with others, develops, invents, programs, or designs any Company intellectual property.


 


1.16.
“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at
least 390,625 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof).


 






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1.17. “New
Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options,
or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable
into or exercisable for such equity securities.


 


1.18. “Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.19. “Preferred
Stock” means shares of the Company’s Series A-1 Preferred Stock, and Series A-2 Preferred Stock.


 


1.20. “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or
any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired
by the Investors after the date hereof; (iii) the Common Stock issuable or issued upon the exercise of the Warrants to purchase shares
of Common Stock that were issued to certain Investors pursuant to the Exchange Agreement; and (iv) any Common Stock issued as (or issuable
upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any
Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant
to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant
to Subsection 2.13 of this Agreement.


 


1.21. “Registrable
Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock
that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable
and/or convertible securities that are Registrable Securities.


 


1.22. “Restricted
Securities” means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b)
hereof.


 


1.23. “SEC”
means the Securities and Exchange Commission.


 


1.24. “SEC
Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.25. “SEC
Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.26. “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.27. “Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable
Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel
borne and paid by the Company as provided in Subsection 2.6.


 






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1.28. “Series
A-1 Preferred Stock” means shares of the Company’s Series A-1 Convertible Preferred Stock, par value $0.00001 per share.


 


1.29. “Series
A-2 Preferred Stock” means shares of the Company’s Series A-2 Convertible Preferred Stock, par value $0.00001 per share.


 


2. Registration
Rights. The Company covenants and agrees as follows:


 


2.1 Demand
Registration.


 


(a) Form
S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180)
days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of more than fifty
percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable
Securities then outstanding with an anticipated aggregate offering price of at least $5 million, then the Company shall (x) within ten
(10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than
the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by
the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating
Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other
Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given,
and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 


(b) Form
S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders
of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement
with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses,
of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to
all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the
date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable
Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the
Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections
2.1(c) and 2.3.


 


(c) Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate
signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors
it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain
effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially
interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature
disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the
Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking
action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly,
for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the
Company may not invoke this right more than once in any twelve (12) month period; and, provided further, however that the Company
shall not register any securities for the account of itself or any other stockholder during such ninety day period (other than an Excluded
Registration).


 






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(d) The
Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a), (i) during
the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that
is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively
employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company
has effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable
Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall
not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that
is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90)
days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith
commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations
pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall
not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement
has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration (other than as a result
of a material adverse change to the Company), elect not to pay the registration expenses therefor, and forfeit their right to one demand
registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected”
for purposes of this Subsection 2.1(d).


 


2.2 Company
Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders
other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely
for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration.
Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to
the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested
to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Subsection 2.1(c) before the effective date of such registration, whether or not any Holder has elected to include Registrable
Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company
in accordance with Subsection 2.6.


 


2.3 Underwriting
Requirements.


 


(a) If,
pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by
means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the
Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company. In such event, the right
of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in
Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in
writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise
all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that
may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders,
in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall
mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by
the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the
underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round
the number of shares allocated to any Holder to the nearest one hundred (100) shares.


 






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(b) In
connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.1(c),
the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters
in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities,
including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold
(other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering,
then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which
the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters
determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable
Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to)
the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such
selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round
the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall
(i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be
sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering
be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in
which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s
securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for
any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired
members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners,
members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling
Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of
Registrable Securities owned by all Persons included in such “Selling Holder,” as defined in this sentence.


 


(c) For
purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the
underwriter’s cutback provisions in Subsection 2.3(a), fewer than seventy five percent (75%) of the total number of Registrable
Securities that Holders have requested to be included in such registration statement are actually included.


 


2.4 Obligations
of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:


 


(a) prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts
to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier,
until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty
(120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common
Stock (or other securities) of the Company, from selling any securities included in such registration;


 


(b) prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such
registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered
by such registration statement;


 


(c) furnish
to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act,
and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;


 






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(d) use
its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities
or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be
required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the
Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;


 


(e) in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the underwriter(s) of such offering;


 


(f) use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a
national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued
by the Company are then listed;


 


(g) provide
a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of such registration;


 


(h) promptly
make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration
statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial
and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees,
and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent,
in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate
due diligence in connection therewith;


 


(i) notify
each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared
effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j) after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement
such registration statement or prospectus.


 


In addition, the Company shall
ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities
Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program
under Rule 10b5-1 of the Exchange Act.


 


2.5 Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to
effect the registration of such Holder’s Registrable Securities.


 






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2.6 Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications
pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and
disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $20,000 of one counsel for the selling
Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the
Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which
case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in
the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration
pursuant to Subsections 2.1(a) or (b), as the case may be. All Selling Expenses relating to Registrable Securities registered
pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities
registered on their behalf.


 


2.7 Delay
of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration
pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this
Section 2.


 


2.8 Indemnification.
If any Registrable Securities are included in a registration statement under this Section 2:


 


(a) To
the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors,
and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities
Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned
Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from
which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages
to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information
furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection
with such registration.


 


(b) To
the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of
its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the
meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any
other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against
any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon
and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such
registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses
are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply
to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which
consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by
way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such
Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.


 






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(c) Promptly after receipt
by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action)
for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The
indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory
to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure
to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying
party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices
the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it
of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.


 


(d) To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise
entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection
2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party
hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute
to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with
the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any
other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission
of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable
Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection
2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from
the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud
by such Holder.


 






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(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into
in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 


(f) Unless
otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of
the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9 Reports
Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation
of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company shall:


 


(a) make
and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after
the effective date of the registration statement filed by the Company for the IPO;


 


(b) use
commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and


 


(c) furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement
by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective
date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the
Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant
to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the
Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company
so qualifies to use such form).


 


2.10 Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent
of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder
of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration
unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only
to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included
or (ii) to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation
shall not apply to any additional Investor who becomes a party to this Agreement in accordance
with Subsection 6.9.


 






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2.11 “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares
of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending
on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case
of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the
publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the
restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or ninety
(90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter
to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations
and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor
provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase
any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock
(whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether
any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash,
or otherwise. The foregoing provisions of this Subsection 2.11 shall not apply to the sale of any shares to an underwriter pursuant
to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate
family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein,
and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only
if all officers and directors are subject to the same restriction. The underwriters in connection with such registration are intended
third party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof
as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters
in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect
thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters
shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.


 


2.12 Restrictions on
Transfer.


 


(a) The
Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize
and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions
specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring
Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder
to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.


 






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(b) Each
certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities
issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend
substantially in the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.


 


THE SECURITIES REPRESENTED HEREBY MAY
BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY.


 


The Holders consent to the
Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement
the restrictions on transfer set forth in this Subsection 2.12.


 


(c) The
holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration
statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s
intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale,
pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense
by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company,
addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii)
a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities
without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any
other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted
Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be
entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the
Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with
SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration;
provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument,
or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made
pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument,
or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend
is not required in order to establish compliance with any provisions of the Securities Act.


 






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2.13 Termination
of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration
pursuant to Subsections 2.1 or 2.1(c) shall terminate upon the earliest to occur of:


 


(a) the
closing of a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation;


 


(b) such
time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares
without limitation during a three-month period without registration; and


 


(c) the
second anniversary of the IPO.


 


3. Information
Rights.


 


3.1 Delivery
of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably
determined that such Major Investor is a Competitor of the Company:


 


(a) as
soon as practicable upon the receipt of Major Investor’s written request, after the end of each fiscal year of the Company (i) a
balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’
equity as of the end of such year; and


 


(b) as
soon as practicable upon the receipt of Major Investor’s written request, after the end of each of the first three (3) quarters
of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet
as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to
normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP), together with
a written report of the President or Chief Executive Officer briefly summarizing the results from such quarter and any other material
developments;


 


(c) as
soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement, statement of cash
flows, bank reconciliation, and aging of accounts receivable and payable for such month, and an unaudited balance sheet as of the end
of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit
adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);


 






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(e) as
soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next fiscal
year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance
sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets
prepared by the Company


 


If, for any period, the Company
has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements
delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such
consolidated subsidiaries.


 


Notwithstanding anything else
in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1
during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration
statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related
offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company
is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.


 


3.2 Inspection.
The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor
is a competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine
its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business
hours of the Company as may be reasonably requested by the Major Investor; provided, however, that the Company shall not
be obligated pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers
to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the
Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 


3.3 Termination
of Information Rights. The covenants set forth in Subsection 3.1 and Subsection 3.2 shall terminate and be of no further
force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting
requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s
Certificate of Incorporation, whichever event occurs first.


 


3.4 Confidentiality.
Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor
its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including
notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes
known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been
independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been
made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have
to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants,
consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in
the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees
to be bound by the provisions of this Subsection 3.4; (iii) to any existing Affiliate, partner, member, stockholder, or wholly
owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such
information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required
by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the
extent of any such required disclosure.


 






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4. Rights
to Future Stock Issuances.


 


4.1 Right
of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the Company proposes
to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall
be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among itself and its
Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise
consented to by the Board of Directors, (y) agrees to enter into this Agreement and the Voting Agreement of even date herewith among the
Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any
Competitor shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof), and
(z) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number
of Preferred Stock and any other Derivative Securities.


 


(a) The
Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer
such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes
to offer such New Securities.


 


(b) By
notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise
acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion
that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly or indirectly) upon
conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor)
bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred
Stock and other Derivative Securities. At the expiration of such twenty (20) day period, the Company shall promptly notify each Major
Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of
any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice,
each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares
specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed
for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly)
upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising
Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable,
of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed
shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120)
days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c).


 






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(c) If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b),
the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer
and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no
more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale
of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the
right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major
Investors in accordance with this Subsection 4.1.


 


(d) The
right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s
Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock to Additional
Purchasers.


 


4.2 Termination.
The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation
of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange
Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever
event occurs first.


 


5. Additional
Covenants.


 


5.1 Insurance.
The Company shall use its commercially reasonable efforts to obtain from financially sound and reputable insurers Directors and Officers
liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable
efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines that such insurance should
be discontinued.


 


5.2 Certain
Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the
Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter
into a nondisclosure and proprietary rights assignment agreement; and (ii) unless otherwise determined by the Board of Directors, each
Key Employee to enter into a one (1) year non-solicitation and non-competition agreement, substantially in the form approved by the Board
of Directors.


 


5.3 Employee
Stock. Unless otherwise approved by the Board of Directors, all future employees and consultants of the Company who purchase, receive
options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute
restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first
twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares
vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar
to that in Subsection 2.11.


 






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5.4 Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not
the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall
be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members
of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s
Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.


 


5.5 Termination
of Covenants. The covenants set forth in this Section 5, shall terminate and be of no further force or effect (i) immediately
before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g)
or 15(d) of the Exchange Act or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation.


 


6. Miscellaneous.


 


6.1 Successors
and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of
Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit
of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 156,250
shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations);
provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and
address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee
agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including
the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee,
the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member;
or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together
and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment
of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under
this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and
permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein.


 


6.2 Governing
Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance
with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be
governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law
principles that would result in the application of any law other than the law of the Commonwealth of Massachusetts.


 


6.3 Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 






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6.4 Titles
and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


6.5 Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or
facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s
next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid;
or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying
next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses
as set forth on Schedule A or Schedule B (as applicable) hereto, or to the principal office of the Company and to the attention
of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified
by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy shall also be sent to
Foley & Lardner LLP, 975 Page Mill Rd., Palo Alto, CA 94304, Attn: E. Thom Rumberger Jr., Esq.


 


6.6 Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance
with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment
allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof
may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing,
this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without
the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being
agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors
in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement
with the Company, purchase securities in such transaction). The Company shall give prompt notice of any amendment or termination hereof
or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination,
or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such
party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


6.7 Severability.
In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid,
illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent
permitted by law.


 






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6.8 Aggregation
of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner
they deem appropriate.


 


6.9 Entire
Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement
among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled.


 


6.10 Dispute
Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the Commonwealth
of Massachusetts and to the jurisdiction of the United States District Court for the District of Massachusetts for the purpose of any
suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the state courts of Massachusetts or the United States District Court for the District
of Massachusetts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES
ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS,
THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY
DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS
AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL


 


The prevailing party shall
be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party
may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District
Court for the Northern District of Massachusetts or any court of the State of Massachusetts having subject matter jurisdiction.


 


6.11 Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach
or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting
party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
have executed this Investors’ Rights Agreement as of the date first written above.


 


	 	SEQLL INC.
	 	 	 
	 	By:	                                            
	 	Name:  	Daniel Jones
	 	Title:	Chief Executive Officer



 


Signature
Page to Investors’ Rights Agreement


 




    


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	GEORGES C. ST. LAURENT TRUST UAD 103101
	 	 	 
	 	By:	                                      
	 	Name:	William St. Laurent
	 	Title:	 



 


Signature
Page to Investors’ Rights Agreement


 




    


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Amended and Restated Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	ST. LAURENT INVESTMENTS LLC
	 	 	 
	 	By:	                        
	 	Name:	William St. Laurent
	 	Title:	 



 


Signature
Page to Investors’ Rights Agreement


 




    


     


    

 


SCHEDULE A


 


INVESTORS


 


	Name
    	 	Number
    of

    Warrants
	GEORGES
    C. ST. LAURENT TRUST UAD 103101	 	 
	ST. LAURENT
    INVESTMENTS LLC