Exhibit 4.1


  


FOURTH AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT



By and Among



908 Devices Inc.



Other Stockholders

as defined herein



and



the Investors

as defined herein



Dated as of April 11, 2019


 



     


     


    

  


Table of Contents


  


	 	Page
	 	 
	ARTICLE I - DEFINITIONS	1
	Section 1.1	Construction of Terms	1
	Section 1.2	Terms Not Defined	1
	Section 1.3	Number of Shares of Stock	1
	Section 1.4	Defined Terms	2
	ARTICLE II - REPRESENTATIONS AND WARRANTIES	4
	Section 2.1	Representations and Warranties of the Investors	4
	Section 2.2	Representations and Warranties of the Other Stockholders	4
	Section 2.3	Representations, Warranties and Covenants of Designating Investors	4
	ARTICLE III - RESTRICTIONS ON TRANSFER; RIGHT OF REFUSAL; CO-SALE PROVISIONS	5
	Section 3.1	Restrictions on Transfer	5
	Section 3.2	Permitted Transfers	5
	Section 3.3	Prohibited Transferees	5
	Section 3.4	Right of First Refusal	6
	Section 3.5	Co-Sale Option of Investors	8
	Section 3.6	Contemporaneous Transfers	9
	Section 3.7	Assignment	9
	Section 3.8	Effect of Prohibited Transfers	10
	ARTICLE IV - RIGHTS TO PURCHASE	10
	Section 4.1	Right to Participate in Certain Sales of Additional Securities	10
	Section 4.2	Investor Acceptance	10
	Section 4.3	Calculation of Pro Rata Allotment	10
	Section 4.4	Sale to Third Party	10
	Section 4.5	Subsequent Sale	10
	Section 4.6	Exceptions to Pre-emptive Rights	11
	Section 4.7	Assignment of Rights	11
	ARTICLE V - RIGHTS TO SELL	11
	Section 5.1	Drag Along Rights	11
	Section 5.2	Conditions	12
	ARTICLE VI - BOARD OF DIRECTORS	13
	Section 6.1	Board Composition	14
	Section 6.2	Removal; Vacancies	14
	Section 6.3	Committees of the Board	15
	Section 6.4	Assignment	15
	Section 6.5	Compensation of Directors	15
	Section 6.6	Board of Directors Meetings	15
	Section 6.7	Directors’ and Officers’ Insurance	15
	Section 6.8	Board of Directors Observation Rights	15
	Section 6.9	No Liability for Election of Recommended Directors	16
	Section 6.10	Confidentiality	16
	Section 6.11	No “Bad Actor” Designees	16
	ARTICLE VII - COVENANTS OF THE COMPANY	17
	Section 7.1	Financial Statements, Reports, Etc.	17
	Section 7.2	Corporate Existence	18
	Section 7.3	Properties, Business Insurance	18



 






     


     


    

 


	Section 7.4	Key Person Insurance	18
	Section 7.5	Inspection, Consultation and Advice	18
	Section 7.6	By-laws	18
	Section 7.7	Employee Agreements	18
	Section 7.8	Restrictive Agreements Prohibited	18
	Section 7.9	Compliance with Laws	19
	Section 7.10	Keeping of Records and Books of Account	19
	Section 7.11	Prohibited Actions	19
	Section 7.12	Qualified Small Business Stock	20
	Section 7.13	Lock-Up Agreements	20
	Section 7.14	Affiliated Transactions	20
	Section 7.15	Management Compensation	20
	Section 7.16	Financings	20
	Section 7.17	Key Events	20
	Section 7.18	Non-Solicitation	20
	Section 7.19	Indemnification	21
	Section 7.20	Successor Indemnification	22
	Section 7.21	Employee Stock Vesting	22
	Section 7.22	Vote to Increase Authorized Common Stock	22
	Section 7.23	Term	22
	Section 7.24	Tax Reporting	22
	Section 7.25	Export Compliance	22
	ARTICLE VIII - MISCELLANEOUS PROVISIONS	23
	Section 8.1	Survival of Covenants	23
	Section 8.2	Legend on Securities	23
	Section 8.3	Amendment and Waiver; Actions of the Board of Directors	23
	Section 8.4	Notices	24
	Section 8.5	Headings	24
	Section 8.6	Irrevocable Proxy and Power of Attorney	24
	Section 8.7	Remedies; Severability	25
	Section 8.8	Entire Agreement	25
	Section 8.9	Adjustments	25
	Section 8.10	Law Governing	25
	Section 8.11	Successors and Assigns	25
	Section 8.12	Dispute Resolution	25
	Section 8.13	Counterparts	26


  






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FOURTH AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT


 


This FOURTH AMENDED
AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of April 11, 2019, by and among 908 Devices
Inc., a Delaware corporation (the “Company”), the individuals identified on Schedule A hereto as Other
Stockholders (collectively, the “Other Stockholders,” and each individually, an “Other Stockholder”),
the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively,
the “Investors”) and any other stockholder or option holder who from time to time becomes party to this Agreement
by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Other Stockholders and the
Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”


 


WHEREAS, on the date
hereof, the Investors are purchasing shares of Series E Preferred Stock pursuant to that certain Series E Preferred Stock Purchase
Agreement dated as of the date hereof among the Company and certain Investors (the “Purchase Agreement”) and
other related agreements;


 


WHEREAS, the Other
Stockholders hold shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”);


 


WHEREAS, the Company,
certain Investors and the Other Stockholders have previously entered into that certain Third Amended and Restated Stockholders
Agreement dated as of March 2, 2017 (the “Prior Agreement”);


 


WHEREAS, it is a condition
to the obligations of the Investors under the Purchase Agreement that this Agreement be executed by the parties hereto, and the
parties are willing to execute this Agreement and be bound by the provisions hereof; and


 


WHEREAS, to induce
certain Investors to enter into the Purchase Agreement and purchase shares of Series E Preferred Stock thereunder, the Company,
the Investors and the Other Stockholders have agreed to amend and restate the Prior Agreement and to accept the rights created
pursuant hereto in lieu of the rights created under the Prior Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:


 


ARTICLE I - DEFINITIONS




 


Section 1.1                      
Construction of Terms. As used herein, the masculine, feminine or neuter gender, and the singular or plural
number, shall be deemed to be or to include the other genders or number, as the case may be, whenever the context so indicates
or requires.


 


Section 1.2                      
Terms Not Defined. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed
to them in the Purchase Agreement.


 


Section 1.3                      
Number of Shares of Stock. Whenever any provision of this Agreement calls for any calculation based on a number
of shares of capital stock issued and outstanding or held by a Stockholder, the number of shares deemed to be issued and outstanding
or held by that Stockholder, as applicable, shall be the total number of shares of Common Stock then issued and outstanding or
owned by the Stockholder, as applicable, plus, without duplication, the total number of shares of Common Stock issuable
upon the conversion of any Preferred Stock then issued and outstanding, owned by such Stockholder, as applicable.


 






     


     


    

 


Section 1.4                      
Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth
below.


 


An “Affiliate”
of any Person means a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses,
directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether
through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, SAEV Guernsey Holdings Limited
is an Affiliate of SAEV for purposes of this Agreement.


 


“ARCH”
means ARCH Venture Fund VII, L.P.


 


“Board of
Directors” means the Board of Directors of the Company.


 


“Charter”
means Company’s Fifth Amended and Restated Certificate of Incorporation in effect as of the date hereof.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Stock”
means the Common Stock and any other common equity securities issued by the Company, and any other shares of stock issued or issuable
with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or
otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).


 


“Cormorant”
means, collectively, Cormorant Private Healthcare Fund I, LP, Cormorant Global Healthcare Master Fund, LP and CRMA SPV, L.P.


 


“Equity Incentive
Plan” means the Company’s 2012 Stock Option and Grant Plan, as amended from time to time.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Founders”
means each of Christopher Brown, Kevin Knopp and J. Michael Ramsey.


 


“Investors”
has the meaning given to such term in the preamble to this Agreement. For the avoidance of doubt, an Investor holding shares of
Preferred Stock and Common Stock shall be deemed to be (i) an Investor solely with respect to the shares of Preferred Stock and
shares of Common Stock acquired upon conversion of shares of Preferred Stock held by such Person, and (ii) an Other Stockholder
with respect to the shares of Common Stock (other than shares of Common Stock acquired upon conversion of Preferred Stock) held
by such Person.


 


“Majority
Interest” means, as of any time, the Investors holding a majority of the then outstanding shares of Preferred Stock held
by all of the Investors, calculated in accordance with Section 1.3 hereof.


  


“Northpond”
means Northpond Ventures, LP.


 






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“Person”
means an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust,
an unincorporated organization and any other entity or organization, governmental or otherwise.


 


“Preferred
Stock” means the Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B
Preferred Stock and the Series A Preferred Stock, together with any shares issued or issuable with respect thereto (whether
by way of a stock dividend or stock split or in exchange for or in replacement of such shares or otherwise in connection with a
combination of shares, recapitalization, merger, consolidation or other corporate reorganization).


 


“QPO”
has the meaning set forth in the Charter.


 


“Razor’s
Edge” means, collectively, Razor’s Edge Fund, LP, RE Sidecar 4, LLC and Yodabyte Investments, LLC.


 


“SAEV”
means Saudi Aramco Energy Ventures, LLC.


 


“Schlumberger”
means Schlumberger Technology Corporation.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Series A
Preferred Stock” means the Series A Preferred Stock, par value $0.001 per share, of the Company.


 


“Series B
Preferred Stock” means the Series B Preferred Stock, par value $0.001 per share, of the Company.


 


“Series C
Preferred Stock” means the Series C Preferred Stock, par value $0.001 per share, of the Company.


 


“Series D
Preferred Stock” means the Series D Preferred Stock, par value $0.001 per share, of the Company.


 


“Series E
Preferred Stock” means the Series E Preferred Stock, par value $0.001 per share, of the Company.


 


“Shares”
means, at any time, shares of (i) Common Stock, (ii) Preferred Stock, and (iii) any other equity securities now or hereafter issued
by the Company, together with any options thereon and any other shares of stock issued or issuable with respect thereto (whether
by way of a stock dividend, stock split or in exchange for or upon conversion of such shares or otherwise in connection with a
combination of shares, recapitalization, merger, consolidation or other corporate reorganization). At all times, the number of
Shares deemed issued and outstanding or held or to be voted by any Stockholder shall be calculated in accordance with Section
1.3.


 


“TAO Invest”
means TAO Invest LLC.


 


“Transfer”
means any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation,
grant of a security interest in or other disposal or attempted disposal of all or any portion of a security, any interest or rights
in a security, or any rights under this Agreement. “Transferred” means the accomplishment of a Transfer, and
 “Transferee” means the recipient of a Transfer.


 






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“UTEC”
means UTEC 2 L.P.


 


ARTICLE II - REPRESENTATIONS AND
WARRANTIES




 


Section 2.1                     
Representations and Warranties of the Investors. Each of the Investors, individually and not jointly, hereby
represents, warrants and covenants to the Company and the Other Stockholders as follows: (a) such Investor has full authority and
power under its charter, by-laws, governing partnership agreement or comparable document (if applicable) to enter into this Agreement
and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Investor enforceable
against it in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification
provisions may be limited by applicable federal or state securities laws; and (c) the execution, delivery and performance by such
Investor of this Agreement: (i) does not and will not violate any laws, rules or regulations of the United States or any state
or other jurisdiction applicable to such Investor, or require such Investor to obtain any approval, consent or waiver of, or to
make any filing with, any person that has not been obtained or made; and (ii) does not and will not result in a breach of, constitute
a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement
or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction,
decree, determination or arbitration award to which such Investor is a party or by which the property of such Investor is bound
or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance
on any of the assets or properties of such Investor.


 


Section 2.2                     
Representations and Warranties of the Other Stockholders. Each of the Other Stockholders, individually and
not jointly, hereby represents, warrants and covenants to the Company and the Investors as follows: (a) such Other Stockholder
has full authority, power and capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes
the valid and binding obligation of such Other Stockholder enforceable against him in accordance with its terms, except: (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, and (iii) to the extent the indemnification provisions may be limited by applicable federal
or state securities laws; and (c) the execution, delivery and performance by such Other Stockholder of this Agreement: (i) does
not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such
Other Stockholder, or require such Other Stockholder to obtain any approval, consent or waiver of, or to make any filing with,
any Person that has not been obtained or made; and (ii) does not and will not result in a breach of, constitute a default under,
accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other
material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which such Other Stockholder is a party or by which the property of such Other Stockholder
is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge
or encumbrance on any of the assets or properties of such Other Stockholder.


 


Section 2.3                     
Representations, Warranties and Covenants of Designating Investors. Each Person with the right to designate
or participate in the designation of a director pursuant to this Agreement hereby represents that none of the “bad actor”
disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (a “Disqualification
Event”) is applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d)
Related Party” shall mean with respect to any Person any other Person that is a beneficial owner of such first Person’s
securities for purposes of Rule 506(d) of the Securities Act. Each Person with the right to designate or participate in the
designation of a director pursuant to this Agreement hereby agrees that it shall notify the Company promptly in writing in the
event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, except, if applicable,
for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.


 






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ARTICLE III -
RESTRICTIONS ON TRANSFER; RIGHT OF REFUSAL; CO-SALE PROVISIONS


 


The following provisions
of this Article III shall terminate immediately upon, and shall not apply with respect to, a QPO.


 


Section 3.1                    
Restrictions on Transfer. Each Other Stockholder agrees that such Other Stockholder will not, without the
prior written consent of a Majority Interest, Transfer all or any portion of the Shares now owned or hereafter acquired by such
Other Stockholder, except in connection with, and strictly in compliance with the conditions of this Article III. No Stockholder
shall be a party to any a transaction or series of related transactions in which a Person, or a group of related Persons, acquires
from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company
(a “Stock Sale”) unless all holders of Preferred Stock are allowed to participate in such transaction and the
consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s
Charter in effect immediately prior to the Stock Sale (as if such transaction were a Liquidation Event (as such term is defined
in the Charter)), unless the holders of at least a Majority Interest elect otherwise by written notice given to the Company at
least 5 days prior to the effective date of any such transaction or series of related transactions.


 


Section 3.2                     
Permitted Transfers. Notwithstanding anything herein to the contrary, the provisions of Sections 3.3
and 3.4 shall not apply to either of the Transfers listed below (each such transferee, a “Permitted Transferee”),
provided that in each case the Transferee shall have entered into a Joinder Agreement in substantially the form attached
hereto as Exhibit A providing that all Shares so Transferred shall continue to be subject to all provisions of this Agreement
as if such Shares were still held by such Other Stockholder, except that no further Transfer shall thereafter be permitted hereunder
except in compliance with Sections 3.3 and 3.4:


 


(a)               
Transfers by any Other Stockholder to the ancestors, spouse, or children of such Other Stockholder or to a trust or family
limited partnership for the benefit of any of them; and


 


(b)               
Transfers upon the death of any Other Stockholder to such Other Stockholder’s heirs, executors or administrators or
to a trust under such Other Stockholder’s will, or Transfers between such Other Stockholder and such Other Stockholder’s
guardian or conservator.


 


Notwithstanding the foregoing, no party
hereto shall avoid the provisions of this Agreement by (i) making one or more Transfers to one or more Permitted Transferees and
then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ii) by Transferring the
securities of any entity holding Shares directly or indirectly. Notwithstanding anything to the contrary in this Agreement or any
failure by a Transferee under this Section 3.2 to execute a Joinder Agreement, such Transferee shall take any Shares so
Transferred subject to all provisions of this Agreement as if such Shares were still held by the Other Stockholder making such
Transfer, whether or not they so agree in writing.


 


Section 3.3                    
Prohibited Transferees. Notwithstanding the foregoing, no Stockholder shall Transfer to (a) any entity which,
in the determination of the Company’s Board of Directors, directly or indirectly competes with the Company; or (b) any customer,
distributor or supplier of the Company, if the Company’s Board of Directors should determine that such transfer would result
in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with
respect to such customer, distributor or supplier. Notwithstanding anything to the contrary herein SAEV may Transfer to SAEV Guernsey
Holdings Limited and Schlumberger may Transfer to a U.S. Schlumberger Affiliate (provided that at the time of the proposed Transfer
by SAEV or Schlumberger either (i) the transferee is not an entity which, in the determination of the Board of Directors, directly
or indirectly competes with the Company, or (ii) the transferor represents in writing to the Company that the transferee is a non-operating
entity) at any time without the prior consent of any Person by following the transfer procedures set forth in Section 3.2
above.


 






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Section 3.4                     
Right of First Refusal. In the event that any of the Other Stockholders entertains a bona fide offer to purchase
all or any portion of the Shares (other than shares of Preferred Stock) held by such Other Stockholder (a “Transaction
Offer”) from any other Person (a “Buyer”), such Other Stockholder (a “Transferring Stockholder”)
may, subject to the provisions of Section 3.4 hereof, Transfer such Shares pursuant to and in accordance with the following
provisions of this Section 3.3:


 


(a)               
Offer Notice. The Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof
to be reduced to writing and shall promptly notify the Company and each of the Investors and Founders of such Transferring Stockholder’s
desire to effect the Transaction Offer and otherwise comply with the provisions of this Section 3.3 and, if applicable,
Section 3.4 (such notice, the “Offer Notice”). The Transferring Stockholder’s Offer Notice shall
constitute an irrevocable offer to sell all but not less than all of the Shares which are the subject of the Transaction Offer
(the “Offered Shares”) to the Company, the Investors and the Founders, on the basis described below, at a purchase
price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer. The Offer Notice shall be
accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all relevant information in connection
therewith).


 


(b)               
Company Option. The Company shall have the first option to purchase all or a portion of the Offered Shares.
At any time within twenty (20) days after receipt by the Company of the Offer Notice (the “Company Option Period”),
the Company may elect to accept the offer to purchase with respect to any or all of the Offered Shares and shall give written notice
of such election (the “Company Acceptance Notice”) to the Transferring Stockholder within the Company Option
Period, which notice shall indicate the number of Offered Shares that the Company is willing to purchase. The Company Acceptance
Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares covered
by the Company Acceptance Notice. If the Company accepts the offer to purchase all of the Offered Shares, the closing for such
purchase of the Offered Shares by the Company under this Section 3.4(b) shall take place within thirty (30) days following
the expiration of the Company Option Period, at the offices of the Company or on such other date or at such other place as may
be agreed to by the Transferring Stockholder and the Company. If the Company fails to purchase all of the Offered Shares by exercising
its option under this Section 3.4(b) within the Company Option Period and such 30 day period, the Transferring Stockholder
shall so notify the Investors and Founders promptly (the “Additional Offer Notice”), which Additional Offer
Notice shall identify the Offered Shares that the Company has failed to purchase (the “Remaining Shares”). The
Remaining Shares shall be subject to the options granted to the Investors and Founders pursuant to Section 3.4(c) below.


 


(c)               
Investors’ and Founders’ Option. If the Company fails to purchase all of the Offered Shares under
Section 3.4(b) above, at any time within thirty (30) days after receipt by the Investors and Founders of the Additional
Offer Notice (the “Investor/Founder Option Period”), each Investor and Founder (other than the Transferring
Stockholder, if applicable) may elect to accept the offer to purchase with respect to any or all of the Remaining Shares and shall
give written notice of such election (the “Investor/Founder Acceptance Notice”) to the Transferring Stockholder
and each Investor and Founder within the Investor/Founder Option Period, which notice shall indicate the maximum number of Shares
that the Investor or Founder, as applicable, is willing to purchase, including the number of Remaining Shares it would purchase
if one or more other Investors and Founders do not elect to purchase their Pro Rata Fractions (as defined in paragraph (d) below).
The Investor/Founder Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase
of the Remaining Shares covered by the Investor/Founder Acceptance Notice. The closing for any purchase of Remaining Shares by
the Investors and Founders under this Section 3.4(c) (along with the purchase by the Company of any Offered Shares under
paragraph (b) above if the Company is purchasing less than all of the Offered Shares) shall take place within thirty (30) days
following the expiration of the Investor/Founder Option Period, at the offices of the Company or on such other date or at such
other place as may be agreed to by the Transferring Stockholder and such Investors. The Transferring Stockholder shall notify the
Investors and Founders promptly if any Investor or Founder fails to offer to purchase all of its Pro Rata Fraction.


 






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(d)               
Allocation of Remaining Shares among Investors and Founders. Upon the expiration of the Investor/Founder Option
Period, the number of Remaining Shares to be purchased by each Investor and Founder shall be determined as follows: (i) first,
there shall be allocated to each Investor and Founder electing to purchase, a number of Remaining Shares equal to the lesser of
(A) the number of Remaining Shares as to which such Investor or Founder, as applicable, accepted as set forth in its respective
Investor/Founder Acceptance Notice or (B) such Investor’s or Founder’s Pro Rata Fraction of the Remaining Shares (as
defined below), and (ii) second, the balance, if any, not allocated under clause (i) above, shall be allocated to those Investors
who within the Investor/Founder Option Period delivered an Investor/Founder Acceptance Notice that set forth a number of Remaining
Shares that exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the number of Shares
held by each such Investor up to the amount of such excess. An Investor’s or Founder’s “Pro Rata Fraction”
shall be equal to the product obtained by multiplying the total number of Remaining Shares by a fraction, the numerator of which
is the total number of Shares owned by such Investor or Founder, and the denominator of which is the total number of Shares
held by all Investors and Founders (other than the Transferring Stockholder, if applicable), in each case as of the date of the
Offer Notice.


 


(e)               
Valuation of Property. In the event that the price set forth in the Offer Notice is stated in consideration
other than cash or cash equivalents, the Transferring Stockholder, the Company and a Majority Interest shall mutually determine
the fair market value of such consideration, reasonably and in good faith, and the Company and/or the Investors or Founders, as
the case may be, may effect their purchase under this Section 3.4 by payment of such fair market value in cash or cash equivalents.


 


(f)                
Sale to Third Party. In the event that the Company, the Investors and the Founders do not elect to exercise
the rights to purchase under this Section 3.4 with respect to all of the Shares proposed to be sold, the Transferring Stockholder
may sell any remaining Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions
of Section 3.5. Promptly after such Transfer, the Transferring Stockholder shall notify the Company, which in turn shall
promptly notify all the Investors and Founders, of the consummation thereof and shall furnish such evidence of the completion and
time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest. Prior to the
effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially the
form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were
an Other Stockholder. If the Transferring Stockholder’s sale to a Buyer is not consummated in accordance with the terms of
the Offer Notice on or before sixty (60) calendar days after the latest of: (i) the expiration of the Company Option Period, (ii)
the expiration of the Investor/Founder Option Period, (iii) the expiration of the Co-Sale Election Period set forth in Section
3.5 below, if applicable, and (iv) the satisfaction of all governmental approval or filing requirements, the Transaction Offer
shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be in violation of the provisions
of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of this
Section 3.4 with respect to such Transaction Offer.


 






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(g)               
Assignment of Rights The Company hereby irrevocably assigns to the Investors all rights of first refusal the
Company may have pursuant to any agreement with any holder of equity securities of the Company with respect to any shares of Common
Stock of the Company not purchased by the Company pursuant to such rights of first refusal, to be allocated among the Investors
in accordance with this Section 3.4.


 


Section 3.5                      
Co-Sale Option of Investors. In the event that the Company, the Investors and the Founders do not exercise
their rights under Section 3.4 with respect to all of the Shares proposed to be so Transferred in connection with any Transaction
Offer, the Transferring Stockholder may Transfer such Shares only pursuant to and in accordance with the following provisions of
this Section 3.5:


 


(a)               
Co-Sale Notice. As soon as practicable following the expiration of the Investor/Founder Option Period, and
in no event later than five (5) days thereafter, the Transferring Stockholder shall provide notice to each of the Investors (the
 “Co-Sale Notice”) of its right to participate in the Transaction Offer on a pro rata basis with the Transferring
Stockholder (the “Co-Sale Option”). To the extent one or more Investors exercise their Co-Sale Option in accordance
with this Section 3.4, the number of Shares that the Transferring Stockholder may Transfer in the Transaction Offer shall
be correspondingly reduced.


 


(b)               
Investor Acceptance. Each of the Investors shall have the right to exercise its Co-Sale Option by giving written
notice of such intent to participate (the “Co-Sale Acceptance Notice”) to the Transferring Stockholder within
ten (10) days after receipt by such Investor of the Co-Sale Notice (the “Co-Sale Election Period”). Each Co-Sale
Acceptance Notice shall indicate the maximum number of Shares subject thereto which the Investor wishes to sell, including the
number of Shares it would sell if one or more other Investors do not elect to participate in the sale on the terms and conditions
stated in the Offer Notice. Any Investor holding Preferred Stock shall be permitted to sell to the relevant Buyer in connection
with any exercise of the Co-Sale Option, at its option, (i) shares of Common Stock acquired upon conversion of such Preferred Stock
or (ii) shares of Preferred Stock giving effect to the relative preferences and value of the Preferred Stock and the Common Stock.


 


(c)               
Allocation of Shares. Each Investor shall have the right to sell a portion of its Shares pursuant to the Transaction
Offer which is equal to or less than the product obtained by multiplying the total number of Shares available for sale to the Buyer
subject to the Transaction Offer by a fraction, the numerator of which is the total number of Shares owned by such Investor
and the denominator of which is the total number of Shares held by all Investors and the Transferring Stockholder, in each
case as of the date of the Offer Notice, subject to increase as hereinafter provided. In the event any Investor does not elect
to sell the full amount of such Shares which such Investor is entitled to sell pursuant to this Section 3.5, then any Investors
who have elected to sell Shares shall have the right to sell, on a pro-rata basis (based on the number of Shares held by each such
Investor) with any other Investors who have delivered a Co-Sale Acceptance Notice and up to the maximum number of Shares stated
in each such Investor’s Co-Sale Acceptance Notice, any Shares not elected to be sold by such Investor.


 






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(d)               
Co-Sale Closing. Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring
Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included
in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the later of (i) thirty
(30) calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing
requirements, if any. Each participating Investor may effect its participation in any Transaction Offer hereunder by delivery to
the Buyer, or to the Transferring Stockholder for delivery to the Buyer, of one or more instruments or certificates, properly endorsed
for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer,
the Buyer shall remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor
is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Buyer from the Transferring
Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected
to sell pursuant to this Section 3.5.


 


(e)               
Liability of Investors. Each participating Investor shall be liable to the Buyer only to same extent as the
Transferring Stockholder with respect to representations and warranties regarding the Company or its business, on a several basis
for each such participating Investor’s pro rata portion, provided that each such Investor’s liability with respect
to such representations and warranties shall not exceed the value of the proceeds received by such Investor upon the consummation
of the Transaction Offer.


 


(f)                
Sale to Third Party. Any Shares held by a Transferring Stockholder that are the subject of the Transaction
Offer and that the Transferring Stockholder desires to Transfer following compliance with this Section 3.5, may be sold
to the Buyer only during the period specified in Section 3.4(f) and only on terms no more favorable to the Transferring
Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder shall notify the
Company, which in turn shall promptly notify all the Investors, of the consummation thereof and shall furnish such evidence of
the completion and time of completion of the Transfer and of the terms thereof as may reasonably be requested by a Majority Interest.
Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement in substantially
the form attached hereto as Exhibit A, and such Buyer shall have all the rights and obligations hereunder as if such Buyer
were an Other Stockholder. In the event that the Transaction Offer is not consummated within the period required by this Section
3.5 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction
Offer shall be deemed to lapse, and any Transfer of Shares pursuant to such Transaction Offer shall be in violation of the provisions
of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of Sections
3.4 and 3.5 with respect to such Transaction Offer.


 


Section 3.6                      
Contemporaneous Transfers. If two or more Other Stockholders propose concurrent Transfers that are subject
to this Article III, then the relevant provisions of Sections 3.4 and 3.5, as applicable, shall apply separately
to each such proposed Transfer.


 


Section 3.7                      
Assignment. Subject to Section 8.11 hereof, each Investor shall have the right to assign its rights
hereunder to any Transferee of such Investor’s Shares, and shall further have the right to assign and transfer such Investor’s
right to accept any particular Transaction Offer, and any such Transferee shall be deemed within the definition of an “Investor”
for purposes of this Article III.


 






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Section 3.8                     
Effect of Prohibited Transfers. If any Transfer is made or attempted contrary to the provisions of this Agreement,
such purported Transfer shall be void ab initio; the Company and the other parties hereto shall have, in addition to any
other legal or equitable remedies which they may have, the right to enforce the provisions of this Agreement by actions for specific
performance (to the extent permitted by law); and the Company shall have the right to refuse to recognize any Transferee as one
of its Stockholders for any purpose.


 


ARTICLE IV - RIGHTS TO PURCHASE




 


The following provisions
of this Article IV shall terminate immediately upon, and shall not apply with respect to, a QPO.


 


Section 4.1                      
Right to Participate in Certain Sales of Additional Securities. The Company agrees that it will not sell or
issue: (a) any shares of capital stock of the Company, (b) securities convertible into or exercisable or exchangeable for capital
stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company, unless the
Company first submits a written notice to each Investor identifying the terms of the proposed sale (including price, number or
aggregate principal amount of securities and all other material terms), and offers to each Investor the opportunity to purchase
its Pro Rata Allotment (as hereinafter defined) of the securities (subject to increase for over allotment if some Investors do
not fully exercise their rights) on terms and conditions, including price, not less favorable than those on which the Company proposes
to sell such securities to a third party or parties. The Company’s offer pursuant to this Section 4.1 shall remain
open and irrevocable for a period of twenty (20) days following receipt by the Investors of such written notice (the “Right
of First Offer Period”).


 


Section 4.2                     
Investor Acceptance. Each Investor may elect to purchase the securities so offered by giving written notice
thereof to the Company within the Right of First Offer Period, including in such written notice the maximum number of shares of
capital stock or other securities of the Company that the Investor wishes to purchase, including the number of such shares it would
purchase if one or more other Investors do not elect to purchase their respective Pro Rata Allotments.


 


Section 4.3                      
Calculation of Pro Rata Allotment. Each Investor’s “Pro Rata Allotment” of such securities
shall be based on the ratio which the number of Shares owned by such Investor bears to all of the issued and outstanding Shares
as of the date of such written offer. If one or more Investors do not elect to purchase their respective Pro Rata Allotment, each
of the electing Investors may purchase such shares on a pro rata basis, based upon the relative holdings of Shares of each of the
electing Investors in the case of over subscription.


 


Section 4.4                      
Sale to Third Party. Any securities so offered that are not purchased by the Investors pursuant to the offer
set forth in Section 4.1 above, may be sold by the Company, but only on terms and conditions not more favorable than those
set forth in the notice to Investors, at any time within sixty (60) calendar days following the termination of the Right of First
Offer Period, but may not be sold to any other Person or on terms and conditions, including price, that are more favorable to the
purchaser than those set forth in such offer or on any terms after the expiration of such 60 day period without renewed compliance
with this Article IV.


 


Section 4.5                      
Subsequent Sale. Notwithstanding anything to the contrary in this Article IV, the Company shall
be permitted, with the prior written consent of a Majority Interest, to issue any securities without complying with the provisions
of this Article IV so long as (i) the Company gives prompt written notice to the Investors, which notice shall describe
in reasonable detail the securities being issued and the issue price thereof and (ii) the Company takes all steps reasonably necessary
to enable such Investors to effectively exercise their respective rights under this Article IV as promptly as reasonably
practicable after such issuance on the terms specified herein and in a manner that affords each such Investor electing to exercise
such rights all of the rights and benefits it would have received if each such Investor had purchased such securities contemporaneously
with such issuance.


 






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Section 4.6                      
Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this
Article IV shall be inapplicable with respect to Excluded Shares (as defined herein) and any other Shares with respect to
which the holder thereof waives in writing (or is deemed to have waived pursuant to Section 8.3) its rights pursuant to
this Article IV. “Excluded Shares” shall mean (i) shares of Common Stock upon conversion of shares of Preferred
Stock, (ii) shares of Common Stock or options therefor to directors, officers, employees or consultants of the Company in connection
with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company,
in each case authorized by the Board of Directors and issued pursuant to any equity incentive plans approved by the Board of Directors,
(iii) as part of the consideration payable in the acquisition of another entity by the Company by merger, purchase of all or substantially
all of the assets of such entity, stock purchase or other reorganization of such entity, in each case as authorized by the Board
of Directors and the Majority Interest, (iv) to a bank or other financial institution (not to exceed two percent (2%) of all outstanding
securities) to secure a lending or equipment leasing transaction, in each case as authorized by the Board of Directors and the
Majority Interest, and (v) to a business partner, government laboratory or university to advance strategic business objectives,
as authorized by the Board of Directors and the Majority Interest.


 


Section 4.7                      
Assignment of Rights. Subject to Section 8.11 hereof, each Investor shall have the right to assign
its rights under this Article IV to any Transferee of such Investor’s Shares, and shall further have the right to
assign and transfer such Investor’s right to accept any particular offer under Section 4.1 hereof, and any such Transferee
shall be deemed within the definition of an “Investor” for purposes of this Article IV.


 


ARTICLE V - RIGHTS TO SELL




 


The following provisions
of this Article V shall terminate immediately upon, and shall not apply with respect to, a QPO.


 


Section 5.1                     
Drag Along Rights. In the event that (i) the holders of a Majority Interest (the “Selling Investors”)
and (ii) the Board of Directors approves in writing a Sale Event (as defined below) meeting the requirements set forth in Section
5.2, then each Stockholder hereby agrees to the following (provided, however, that in the event the Majority
Interest includes any Investors or their majority-controlled or controlling Affiliates that will be the buyer(s) pursuant to such
Sale Event (the “Buyer Investors”), then the approval of Investors holding a majority of the outstanding shares
of Preferred Stock not held by the Buyer Investors and their Affiliates shall also be required):


 


(a)               
if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such
Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all
Shares in favor of, and adopt, such Sale Event (together with any related amendment to the Charter required in order to implement
such Sale Event) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company
to consummate such Sale Event;


 






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(b)               
if such transaction is a Stock Sale (as defined below), sell the same proportion of shares of capital stock of the Company
beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose
to sell their Shares, and, on the same terms and conditions as the Selling Investors;


 


(c)               
to execute and deliver all related documentation and take such other action in support of the Sale Event as shall reasonably
be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Article V, including
without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement,
indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free
and clear of impermissible liens, claims and encumbrances) and any similar or related documents;


 


(d)               
not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company
owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting
of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale Event;


 


(e)               
to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect
to such Sale Event; and


 


(f)                
if the consideration to be paid in exchange for the Shares pursuant to this Article V includes any securities and
due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities
or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any
information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited
investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such
Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount
in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise
receive as of the date of the issuance of such securities in exchange for the Shares.


 


For purposes of this
Agreement, a “Sale Event” shall mean either: (a) a transaction or series of related transactions in which a
Person, or a group of related Persons, acquires from Stockholders of the Company shares representing more than fifty percent (50%)
of the outstanding voting power of the Company (a “Stock Sale”), or (b) a transaction that is or could be treated
as a Liquidation Event (as defined in the Charter).


 


Section 5.2                     
Conditions. The obligations of the Stockholders pursuant to this Article V are subject to the satisfaction
of the following conditions:


 


(a)               
upon the consummation of the Sale Event, each Stockholder shall receive the same proportion of the aggregate consideration
from such Sale Event that such Stockholder would have received if such aggregate consideration had been distributed by the Company
in a Liquidation Event (as defined in the Charter) pursuant to, and in accordance with, the rights and preferences set forth in
Article IV, Section A.4 of the Charter as in effect immediately prior to such Sale Event (giving effect to applicable orders of
priority);


 


(b)               
if any Stockholders of a class or series are given an option as to the form and amount of consideration to be received,
all Stockholders of such class or series will be given the same option, provided, however, that nothing in
this Subsection 5.2(b) shall entitle any holder to receive any form of consideration that such holder would be ineligible
to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable
to the Company’s stockholders and the Company shall in no way be obligated to issue any equity to any investors who are not
 “accredited investors” as defined in Regulation D promulgated under the Securities Act;


 






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(c)               
each holder of each class and series of the Company’s stock will receive the same form of consideration for their
shares of such class and series as is received by other holders in respect of their shares of such same class and series of stock, each
holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock
as is received by other holders in respect of their shares of such same series;


 


(d)               
any representations and warranties to be made by such Stockholder in connection with the Sale Event are limited to representations
and warranties as to the Stockholder, and not as to the Company, including, but not limited to, representations related to authority,
ownership of the capital stock or options, warrants or similar rights to acquire capital stock of the Company (“Stock
Equivalents”) held by such Stockholder and the ability to convey title to such capital stock and Stock Equivalents;


 


(e)               
the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection
with the Sale Event, other than the Company;


 


(f)                
the liability for indemnification, if any, of such Stockholder in the Sale Event and for the inaccuracy of any representations
and warranties made by the Company in connection with such Sale Event, is either (i) several and not joint with any other person,
and is pro rata in proportion to the amount received by the Stockholders in the Sale Event (which may take into account the applicable
orders of priority for distribution of funds); (ii) limited to funds contributed to an escrow in proportion to the amount received
by the Stockholders in the Sale Event (which may take into account the applicable orders of priority for distribution of funds);
or (iii) any combination of the above;


 


(g)               
liability shall be limited to the amount of consideration actually paid to such Stockholder in connection with such Sale
Event, except with respect to (i) representations and warranties of such Stockholder as to such Stockholder, and not as to the
Company, including representations and warranties related to authority, ownership of the capital stock and Stock Equivalents held
by such Stockholder and the ability to convey title to such capital stock and Stock Equivalents; (ii) any covenants made by such
Stockholder with respect to confidentiality or voting related to the Sale Event; or (iii) claims related to fraud or willful breach
by such Stockholder, the liability for which need not be limited; and


 


(h)               
if some or all of the consideration received in connection with the Sale Event is other than cash, then the valuation of
such assets shall be deemed to have a dollar value equal to the fair market value of such assets as determined in good faith by
the Board of Directors. The determination of fair market value shall be final and binding on all parties.


 


ARTICLE VI -BOARD OF DIRECTORS




 


The provisions of this
Article VI shall terminate immediately upon the closing of a QPO.


 






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Section 6.1                      
Board Composition. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and
any other Shares over which he, she or it exercises voting control), in connection with the election of Directors and to take such
other actions as are necessary so as to, subject to this Section 6.1, fix the number of Directors at seven (7) and to elect
and continue in office as Directors the following:


 


(a)               
For so long as ARCH holds any Shares, one (1) Person (the “ARCH Nominee”) nominated by ARCH, which ARCH
Nominee shall initially be Keith Crandell;


 


(b)               
For so long as Razor’s Edge holds any Shares, one (1) Person (the “Razor’s Edge Nominee”)
nominated by Razor’s Edge, which Razor’s Edge Nominee shall initially be Mark Spoto;


 


(c)               
For so long as Northpond holds any Shares, one (1) Person (the “Northpond Nominee,” and, collectively
with the ARCH Nominee and the Razor’s Edge Nominee, the “Preferred Directors”) nominated by Northpond,
which Northpond Nominee shall initially be Sharon Kedar;


 


(d)               
One (1) Person (the “Founder Nominee”) nominated by the Founders holding a majority of vested shares
of Common Stock held by the Founders voting together as a single class, which Founder Nominee shall initially be J. Michael Ramsey;


 


(e)               
One (1) Person (the “Founder Independent Nominee”), who shall be an outside independent director with
industry expertise, to be nominated by the Founders holding a majority of vested shares of Common Stock held by the Founders and
agreed upon by a majority of the other Directors, including all the Preferred Directors, which Founder Independent Nominee shall
initially be Kevin Hrusovsky;


 


(f)                
One (1) Person (the “Preferred Independent Nominee”, collectively with the Founder Independent Nominee,
the “Independent Nominees”), who shall be an outside independent director with industry expertise, to be nominated
by the holders of a majority of shares of Series C Preferred Stock and Series D Preferred Stock, voting together as a single class,
and agreed upon by a majority of the other Directors, including all the Preferred Directors, which Preferred Independent Nominee
shall initially be Nicolas Barthelemy; and


 


(g)               
The chief executive officer of the Company then-in-office, who shall initially be Kevin Knopp (the “CEO Director”),
provided that if for any reason the CEO Director shall cease to serve as the chief executive officer of the Company, each of the
Stockholders shall promptly vote their respective Shares (i) to remove the former chief executive officer of the Company from the
Board of Directors if such person has not resigned as a member of the Board of Directors; and (ii) to elect such person’s
replacement as chief executive officer of the Company as the new CEO Director.


 


Section 6.2                      
Removal; Vacancies. Each Stockholder agrees to vote all of his, her or its Shares having voting power (and
any other Shares over which he, she or it exercises voting control), for the removal of any Director upon the request of the Persons
then entitled to nominate such Director as set forth in Section 6.1 above, and for the election to the Board of Directors
of a substitute designated by such Person in accordance with the provisions hereof. Each Stockholder further agrees to vote all
of his, her or its Shares having voting power (and any other Shares over which he, she or it exercises voting control) in such
manner as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors occurring for any reason shall
be filled only in accordance with the provisions of this Article VI.


 






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Section 6.3                      
Committees of the Board. The Company shall use reasonable best efforts to establish (a) a Compensation Committee
of the Board of Directors (which shall be charged with the exclusive authority over (i) all equity compensation plans, including
the issuance of options and stock awards; and (ii) all non-equity compensation (including salary, bonuses and other items) for
all officers (director-level and above) and for all employees with base salaries greater than $175,000 per year), (b) an Audit
Committee of the Board of Directors (which shall be charged with the approval of the annual budget, all non-budgeted capital expenditures,
oversight of the integrity of the Company’s financial statements and monitoring of the Company’s accounting practices
and reporting) and (c) such other committees as the Board of Directors shall deem necessary or convenient from time to time. The
Compensation Committee and the Audit Committee shall each be composed of three non-management directors, unless the Board of Directors
(including at least two of the Preferred Directors) shall consent otherwise. Except to the extent otherwise required by applicable
law or regulation, or as otherwise agreed in writing by the applicable nominee, the ARCH Nominee and the Northpond nominee, at
his or her sole discretion, may be a member of each committee of the Board of Directors, including the Audit Committee and the
Compensation Committee.


 


Section 6.4                     
Assignment. Each Stockholder agrees, as a condition to any Transfer of his, her or its Shares, to cause the
Transferee to become a party to this Agreement by executing and delivering a counterpart signature page hereto agreeing to be bound
by and subject to the terms of this Agreement to the same extent as the transferring Stockholder in connection with its ownership
of the Shares Transferred.


 


Section 6.5                     
Compensation of Directors. The Company shall promptly reimburse in full each Director of the Company who is
not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board
of Directors or any Committee thereof. After an initial public offering of the Company’s capital stock, the Company shall
pay or provide to any director of the Company who is nominated by the Investors, fees, options and other compensation in amounts
at least equal to the fees, options or other compensation paid to all other non-management directors of the Company.


 


Section 6.6                     
Board of Directors Meetings. The Company shall use its reasonable best efforts to ensure that meetings of
its Board of Directors are held monthly for the first year from the date hereof and at least once every 60 days thereafter.


 


Section 6.7                     
Directors’ and Officers’ Insurance. The Company shall, as promptly as practicable following the
date hereof, obtain and maintain directors’ and officers’ liability insurance coverage of at least $3,000,000 per occurrence
(or such greater amount determined by the Board of Directors and acceptable to all the Preferred Directors) on terms satisfactory
to the majority of the Board of Directors (such majority to include all the Preferred Directors), covering, among other things,
violations of federal or state securities laws. The Company shall use its reasonable best efforts prior to any initial public offering
of the Company’s capital stock to increase its directors’ and officers’ liability insurance to at least $10,000,000
per occurrence, including coverage of claims under the Securities Act and the Exchange Act.


 


Section 6.8                      
Board of Directors Observation Rights. For so long as each (or an Affiliate) holds 750,000 Shares, the Company shall
allow each of the Founders and one representative of each of ARCH, Razor’s Edge, Schlumberger, UTEC, SAEV, TAO Invest, Cormorant
and Northpond to attend and participate in all meetings and other business activities of the Board of Directors and all committees
thereof in a nonvoting capacity (each observer appointed pursuant to this Agreement or pursuant to any management rights letter
issued by the Company on the date hereof, an “Observer”, and collectively, the “Observers”).
The Company shall (i) give the Observers notice of all such meetings, at the same time as such notice is furnished to the members
of the Board of Directors, (ii) provide to each Observer all notices, documents and information furnished to the Board of Directors
at the same time and by the same means, to the extent reasonably practicable under the circumstances, so provided, (iii) notify
each Observer and permit each Observer to participate by telephone in emergency meetings of such Board of Directors and all committees
thereof, (iv) provide each Observer copies of the minutes of all such meetings at the time such minutes are furnished to the Board
of Directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner
with respect to all information provided. Notwithstanding the foregoing, the Board of Directors, in its sole discretion, shall
have the right to withhold such materials or exclude any or all Observers from all or part of any meeting of the Board of Directors.


 






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Section 6.9                      
No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have
any liability as a result of designating a person for election as a director for any act or omission by such designated person
in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any
such designee in accordance with the provisions of this Agreement.


 


Section 6.10                    
Confidentiality. Each Stockholder agrees that such Stockholder 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 or the Registration Rights 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 Section 6.11 by such Stockholder), (b) is or has been independently developed
or conceived by the Stockholder without use of the Company’s confidential information, or (c) is or has been made known or
disclosed to the Stockholder by a third party without, to such Stockholder’s knowledge, a breach of any obligation of confidentiality
such third party may have to the Company; provided, however, that an Stockholder 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 Shares from such Stockholder, if such prospective
purchaser agrees to be bound by the provisions of this Agreement pursuant to Section 3 herein; (iii) to any existing or prospective
Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Stockholder in the ordinary course of business, provided
that such Stockholder 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 Stockholder promptly notifies the Company of
such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.


 


Section 6.11                    
No “Bad Actor” Designees. Each Person with the right to designate or participate in the designation of
a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the
Disqualification Events is applicable to such Person’s initial designee named above except, if applicable, for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification
Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable,
is hereinafter referred to as a “Disqualified Designee”. Each Person with the right to designate or participate
in the designation of a director as specified above hereby covenants and agrees (a) not to designate or participate in the
designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee and (b) that in the
event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee,
such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board
and designate a replacement designee who is not a Disqualified Designee.


 






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ARTICLE VII - COVENANTS OF THE
COMPANY




 


The Company covenants
and agrees with each of the Stockholders that:


 


Section 7.1                     
Financial Statements, Reports, Etc. At the request of an Investor, the Company shall furnish to each such
Investor the following reports:


 


(a)               
Annual Financial Statements. Within one hundred eighty (180) days after the end of each fiscal year of the
Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such fiscal year and the related
consolidated statements of income, capitalization table, cash flows and comparisons against the applicable Budget (as defined below)
for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and certified by a firm of
independent public accountants of recognized national standing selected by the Board of Directors of the Company;


 


(b)               
Quarterly Financial Statements. Within thirty (30) days after the end of each quarter in each fiscal year
(for the avoidance of doubt, including, without limitation, the fourth quarter of each fiscal year), a consolidated balance sheet
of the Company and its subsidiaries, if any, and the related consolidated statements of income, capitalization table, cash flows
and comparisons against the applicable Budget, unaudited but prepared in accordance with generally accepted accounting principles,
such consolidated balance sheet to be as of the end of such quarter and such consolidated statements of income, stockholders’
equity and cash flows and comparisons to be for such quarter and for the period from the beginning of the fiscal year to the end
of such quarter, in each case with comparative statements for the prior fiscal year;


 


(c)               
Monthly Financial Statements. Within thirty (30) days after the end of each month in each fiscal year, a consolidated
balance sheet of the Company and its subsidiaries, if any, and the related consolidated statements of income, capitalization table,
cash flows and comparisons against the applicable Budget, unaudited but prepared in accordance with generally accepted accounting
principles, such consolidated balance sheet to be as of the end of such month and such consolidated statements of income, stockholders’
equity and cash flows and comparisons to be for such month and for the period from the beginning of the fiscal year to the end
of such month, in each case with comparative statements for the prior fiscal year;


 


(d)               
Budget. No later than thirty (30) days prior to the start of each fiscal year, consolidated capital and operating
expense budgets, cash flow projections and income and loss projections for the Company and its subsidiaries in respect of such
fiscal year (the “Budget”), all itemized in reasonable detail and prepared on a monthly basis, and, promptly
after preparation, any revisions to any of the foregoing;


 


(e)               
Accountant’s Letters. Promptly following receipt by the Company, each audit response letter, accountant’s
management letter and other written report submitted to the Company by its independent public accountants in connection with an
annual or interim audit of the books of the Company or any of its subsidiaries;


 


(f)                
Notices. Promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations
and inquiries that could materially and adversely affect the Company or any of its subsidiaries, if any; and


 


(g)               
Other Information. Promptly, from time to time, such other information regarding the business, prospects,
financial condition, operations, property or affairs of the Company and its subsidiaries as such Investor reasonably may request.
The Company shall provide full disclosure to the Board of Directors of any discussions related to a potential Sale Event and/or
the sale or licensing of any material assets, intellectual property, or marketing rights of the Company, and of any adverse developments.


 






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Section 7.2                     
Corporate Existence. The Company shall maintain and cause each of its subsidiaries, if any, to maintain, their
respective corporate existence.


 


Section 7.3                      
Properties, Business Insurance. The Company shall obtain and maintain and cause each of its subsidiaries,
if any, to maintain as to their respective properties and business, with financially sound and reputable insurers, insurance against
such casualties and contingencies and of such types and in such amounts as is customary for companies similarly situated.


 


Section 7.4                    
Key Person Insurance. Unless otherwise determined by the Board of Directors, the Company shall obtain, as
soon as reasonably practicable following the date hereof, “key person” term life insurance policies of at least $500,000
on each of the lives of Kevin Knopp and Christopher Brown, which each shall name the Company as beneficiary. The Company will use
its best efforts to maintain in effect such “key person” term life insurance policies.


 


Section 7.5                     
Inspection, Consultation and Advice. The Company shall permit and cause each of its subsidiaries, if any,
to permit each Investor and such persons as each Investor may designate, at such Investor’s expense, to visit and inspect
any of the properties of the Company and its subsidiaries, examine their books and take copies and extracts therefrom, discuss
the affairs, finances and accounts of the Company and its subsidiaries with their officers, employees and public accountants (and
the Company hereby authorizes said accountants to discuss with such Investor and such designees such affairs, finances and accounts),
and consult with and advise the management of the Company and its subsidiaries as to their affairs, finances and accounts, all
at reasonable times and upon reasonable advance notice during normal business hours and provided that such Investor or designee
has executed a confidentiality agreement in substance and form reasonably acceptable to the Company; provided, however, that the
Company shall not be obligated pursuant to this Section 7.5 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.


 


Section 7.6                      
By-laws. The Company shall at all times cause its By-laws to provide that unless otherwise required by the
laws of the State of Delaware, any one director shall have the right to call a meeting of the Board of Directors. The Company shall
at all times maintain provisions in its By-laws indemnifying all directors against liability and absolving all directors from liability
to the Company and its stockholders to the maximum extent permitted under the laws of the State of Delaware.


 


Section 7.7                      
Employee Agreements. The Company shall obtain, and shall cause its subsidiaries, if any, to obtain, a proprietary
information and inventions agreement from all future officers and employees and any consultants who will have access to confidential
information of the Company or any of its subsidiaries, upon their employment by the Company or any of its subsidiaries. The Company
shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any of the Proprietary Information and Inventions
Agreements, now or in the future in effect, without the approval of the Board of Directors, including at least two of the Preferred
Directors.


 


Section 7.8                      
Restrictive Agreements Prohibited. Neither the Company nor any of its subsidiaries shall become a party to
any agreement which by its terms expressly restricts the Company’s performance of this Agreement or any other Transaction
Document.


 






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Section 7.9                          
Compliance with Laws. The Company shall comply, and cause each subsidiary, if any, to comply, with all applicable
laws, rules, regulations and orders, noncompliance with which could materially adversely affect its business or condition, financial
or otherwise.


 


Section 7.10                       
Keeping of Records and Books of Account. The Company shall keep, and cause each subsidiary, if any, to keep,
adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting
principles consistently applied, reflecting all financial transactions of the Company and such subsidiary, and in which, for each
fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in
connection with its business shall be made.


 


Section 7.11                       
Prohibited Actions. Without the prior written consent of the Board of Directors, including at least two Preferred
Directors, the Company shall not:


 


(a)               
make, or permit any subsidiary, if any, to make, any material change in the nature of its business as of the date hereof;


 


(b)               
establish or invest in any subsidiary of the Company or joint venture, other than a wholly-owned subsidiary of the Company;


 


(c)               
incur capital expenditures in excess of $250,000 in the aggregate that are not included in the Budget for the applicable
fiscal year;


 


(d)               
grant any Stock Equivalents containing accelerated vesting provisions upon (i) the occurrence of a Sale Event or (ii) termination
of employment, consultancy or similar arrangement by the Company;


 


(e)               
adopt any new or amend any existing stock plan (including, without limitation, the Equity Incentive Plan), employee stock
ownership plan or phantom stock or similar plan to increase the aggregate number of shares reserved under such plans;


 


(f)                
enter into an exclusive license of the Company’s intellectual property, other than an exclusive license granted in
connection with a reseller or distribution agreement;


 


(g)               
enter into or makes the Company a party to any transaction with any officer, member of the Board of Directors, or employee
(or any “associate” of the foregoing as defined in Rule 12b-2 promulgated under the Exchange Act), other than (i) standard
indemnification and/or inventions and nondisclosure agreements entered into in connection with their service as officers or directors
of the Corporation, or (ii) pursuant to the Corporation’s benefit plans and travel and expense policies in effect from time
to time;


 


(h)               
make any loan or advance to, or own any stock or other securities of, or guarantee, directly or indirectly, any indebtedness
of, any subsidiary or other corporation, partnership or other entity;


 


(i)                
make any loan or advance to any person, including any employee or member of the Board of Directors, except advances and
similar expenditures in the ordinary course of business or under the terms of the Equity Incentive Plan or other employee stock
or option plan approved by the Board of Directors;


  



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(j)                
make any investment inconsistent with any investment policy approved by the Board; or


 


(k)               
enter into any agreement to do any of the foregoing.


 


Section 7.12                         Qualified
Small Business Stock. The Company shall use commercially reasonable efforts to cooperate with any request for information
from any Investor regarding whether such Investor’s interest in the Company constitutes “qualified small business
stock” as defined in Section 1202(c) of the Code, and the Company shall use commercially reasonable efforts to assist such
Investor with completing any documents necessary for such determination. The Company’s obligation to furnish any requested
information pursuant to this Section 7.12 shall continue notwithstanding the fact that a class of the Company’s stock
may be traded on an established securities market. Notwithstanding the foregoing, in no event shall a Sale Event be unreasonably
deferred due to an Investor's pursuit of capital gains treatment pursuant to Section 1202 of the Code.


 


Section 7.13                        
Lock-Up Agreements. The Company will obtain agreements in writing from each holder of stock or options of
the Company, as a condition to any issuance of stock or grant of options, agreeing not to directly or indirectly offer, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for
the sale of or otherwise dispose of or transfer any shares of stock without the consent of the Company’s underwriters, in
connection with any public offering of the Company’s capital stock, consistent with the provisions of Section 12 of that
certain Registration Rights Agreement by and among the Company and the Investors.


 


Section 7.14                       
Affiliated Transactions. All transactions by and between the Company and any officer, employee, director or
stockholder of the Company or persons controlling, controlled by, under common control with or otherwise affiliated with such officer,
employee, director or stockholder shall be conducted on an arm’s-length basis, shall be on terms and conditions no less favorable
to the Company than could be obtained from nonrelated persons and shall be approved in advance by the Board of Directors, including
at least two of the Preferred Directors (or, if such transaction is between the Company and a Preferred Director or its Affiliates,
the other Preferred Directors).


 


Section 7.15                        
Management Compensation. Any grants of capital stock or options to employees, officers, directors or consultants
of the Company shall be made pursuant to the Equity Incentive Plan, and conditioned upon the grantee agreeing to be bound by the
terms of an option and/or stock agreement containing first refusal rights of the Company with respect to the transfer of such stock
or options and such other provisions as are approved or requested by the Board of Directors, including at least two of the Preferred
Directors.


 


Section 7.16                         Financings.
The Company will promptly provide to the Investors the details and terms of, and any brochures or investment memoranda prepared
by the Company related to, any possible financing of any nature for the Company, whether initiated by the Company or any other
person or entity.


 


Section 7.17                         Key Events. The Company shall provide to the Investors the details and terms of any potential Sale Event,
sale or licensing of any material assets, intellectual property or marketing rights of the Company, or any adverse developments,
as promptly as possible after such event or events.


 


Section 7.18                        
Non-Solicitation. The Company shall not solicit for employment any consultants or advisors introduced to the
Company by ARCH, Schlumberger, UTEC, SAEV, Razor’s Edge or Northpond on or after the date hereof without the written consent
of the applicable party who made such introductions.


 






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Section 7.19                        
Indemnification.


 


(a)               
Without limitation of any other provision of this Agreement or any agreement executed in connection herewith, the Company
agrees to defend, indemnify and hold each Investor, its respective Affiliates and direct and indirect partners (including partners
of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each
person who controls any of them within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act (collectively,
the “Investor Indemnified Parties” and, individually, an “Investor Indemnified Party”) harmless from and
against any and all damages, liabilities, losses, Taxes, fines, penalties, reasonable costs and expenses (including, without limitation,
reasonable fees of a single counsel representing the Investor Indemnified Parties), as the same are incurred, of any kind or nature
whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement
of the foregoing) which may be sustained or suffered by any such Investor Indemnified Party (“Losses”), based upon,
arising out of, or by reason of any third party or governmental claims relating in any way to such Investor Indemnified Party’s
status as a security holder, creditor, director, agent, representative or controlling person of the Company or otherwise relating
to such Investor Indemnified Party’s involvement with the Company to the extent, and solely to the extent, that such Losses
are based upon, arise out of or are otherwise reasonably related to any action taken or omitted to be taken or alleged to have
been taken or omitted to have been taken by or on behalf of or through the Company or any of its subsidiaries (including, without
limitation, any and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation,
at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities
of the Company or to any fiduciary obligation owed with respect thereto), including, without limitation, in connection with any
third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or
omitted to have been taken by any Investor Indemnified Party as security holder, director, agent, representative or controlling
person of the Company or otherwise, alleging so called control person liability or securities law liability; provided, however,
that the Company will not be liable to the extent that such Losses arise from and are based on (A) an untrue statement or omission
or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity
with written information furnished to the Company by or on behalf of such Investor Indemnified Party, or (B) conduct by such Investor
Indemnified Party which constitutes fraud or willful misconduct.


 


(b)               
If the indemnification provided for in Section 7.19(a) above for any reason is held by a court of competent jurisdiction
to be unavailable to an Investor Indemnified Party in respect of any Losses referred to therein, then the Company, in lieu of indemnifying
such Investor Indemnified Party thereunder, shall contribute to the amount paid or payable by such Investor Indemnified Party as
a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the
Investors, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company
and the Investors in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable
considerations. The relative fault of the Company and the Investors shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company and the Investors and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


(c)               
Each of the Company and the Investors agrees that it would not be just and equitable if contribution pursuant to Section
7.19(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding paragraph.


 






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Section 7.20                       
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 By-laws, the Charter, this Agreement or elsewhere, as the case may
be.


 


Section 7.21                       
Employee Stock Vesting. Unless otherwise approved by the Board of Directors, including at least two of the
Preferred Directors, all 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 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. In addition, unless otherwise approved by the Board of Directors, including at least
two of the Preferred Directors, the Company or its assignee shall retain a “right of first refusal” on employee transfers
until the Company’s QPO and shall have the right to repurchase unvested shares at cost upon termination of employment of
a holder of restricted stock and stock issued as a result of early exercised options.


 


Section 7.22                       
Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares
owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner
as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be
sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.


 


Section 7.23                       
Term. Except as provided below, the covenants set forth in this Article VII shall terminate upon the
closing of a QPO. Notwithstanding the foregoing, the covenants set forth in Section 7.6 hereof shall continue for so long
as any ARCH Nominee, Razor’s Edge Nominee or Northpond Nominee is a member of the Board of Directors, and the covenants set
forth in Sections 7.19 and 7.20 shall continue for so long as any Investor holds any Shares or until the expiration
of the applicable statute of limitations, if later.


 


Section 7.24                       
Tax Reporting. The Company will use commercially reasonable efforts to comply with any obligation imposed
on the Company to make any required U.S. Federal Income Tax filing (including any filing on the Internal Revenue Service Form 5471)
as a result of any interest that the Company holds in a non-U.S. Person or any activities that the Company conducts outside of
the U.S. and shall use commercially reasonable efforts to include in such filing any information necessary to obviate (to the extent
reasonably practicable) any similar obligation to which any shareholder would otherwise be subject with respect to such interest
or such activity. The Company shall promptly provide each Investor with a copy of any such filing upon request.


 


Section 7.25                       
Export Compliance. The Company shall: (a) prepare and file all required filings with the U.S. Commerce Department
and/or the U.S. Department of State necessary in order to be, or become, compliant with United States export regulations and (b)
prepare and file all required filings with the appropriate governmental entity to be, or become, compliant with the export regulations
of any jurisdiction from which the Company’s products were or are licensed, shipped or distributed.


  



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ARTICLE VIII -MISCELLANEOUS PROVISIONS




 


Section 8.1                          
Survival of Covenants. Each of the parties hereto agrees that each covenant and agreement made by it in this
Agreement or in any certificate, instrument or other document delivered pursuant to this Agreement is material, shall be deemed
to have been relied upon by the other parties and shall remain operative and in full force and effect after the date hereof regardless
of any investigation. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the
parties hereto and their respective successors and permitted assigns to the extent contemplated herein.


 


Section 8.2                          
Legend on Securities. The Company and the Stockholders acknowledge and agree that in addition to any other
legend on the certificates representing Shares held by them, substantially the following legend shall be typed on each certificate
evidencing any of the Shares held at any time by any of the Stockholders:


 


THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT
COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST
AND WITHOUT CHARGE.


 


The foregoing legend
shall be removed from the certificates representing any Shares, upon the termination of this Agreement.


 


Section 8.3                          
Amendment and Waiver; Actions of the Board of Directors. Any party may waive any provision hereof intended
for its benefit in writing. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof. The remedies provided for herein are cumulative and are not exclusive of any remedies that may
be available to any party hereto at law or in equity or otherwise. This Agreement may be amended or terminated and the observance
of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only
by a written instrument executed by (i) the Company, (ii) a majority-in-interest of the Other Stockholders (based upon the number
of Shares held by each Other Stockholder), and (iii) a Majority Interest. Notwithstanding the foregoing: (a) this Agreement may
not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or
Other Stockholder without the written consent of such Investor or Other Stockholder unless such amendment, termination or waiver
applies to all Investors or Other Stockholders, as the case may be, in the same fashion; (b) the consent of the Other Stockholders
shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights
of the Other Stockholders hereunder or (B) does not adversely affect the rights of the Other Stockholders in a manner that is different
than the effect on the rights of the other parties hereto; (c) Subsections 6.1(a), 6.1(b) and 6.1(c)
of this Agreement shall not be amended or waived without the prior written consent of ARCH, Razor’s Edge or Northpond, respectively;
(d) Section 5.2 of this Agreement shall not be amended or waived in any way which would adversely affect the rights of the
holders of Series E Preferred Stock hereunder in a manner disproportionate to any adverse effect such amendment or waiver would
have on the rights of the holders of the other series of Preferred Stock; (e) Section 6.8 of the Agreement shall not be
amended or waived in a manner adverse to Northpond without the prior written consent of Northpond and (f) Section 6.1(f)
of the Agreement shall not be amended or waived without the prior written consent of the holders of a majority of shares of Series
C Preferred Stock and Series D Preferred Stock, voting together as a single class. Any consent or waiver given as provided in this
Section 8.3 shall be binding on all Stockholders.


  



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Section 8.4                          
Notices. All notices and other communications provided for herein shall be in writing and shall be deemed
to have been duly given, delivered and received (a) if delivered personally or (b) if sent by facsimile, email, registered or certified
mail (return receipt requested) postage prepaid, or by courier guaranteeing next day delivery, in each case to the party to whom
it is directed, which if to the Company, shall be at 908 Devices Inc., 645 Summer Street, Boston, MA 02210, Phone: (978) 729-4478,
Email: kjknopp@908devices.com, Attn: Kevin Knopp, with a copy to Goodwin Procter LLP, 100 Northern Avenue, Boston, MA, 02210 Facsimile:
(617) 801-8610, Email: mmacenka@goodwinlaw.com, Attn: Mark J. Macenka, and if to Northpond, at the address set forth below Northpond’s
signature hereto, with a mandatory copy (which shall not constitute notice) to Ropes & Gray LLP, Prudential Tower, 800 Boylston
Street, Boston, MA 02199, Facsimile: 617-235-0375, Email: Joel.Freedman@ropesgray.com, Attn:Joel Freedman, and if to any Investor
or Other Stockholder except Northpond, at the addresses set forth below such party’s signature hereto, with a mandatory copy
(which shall not constitute notice) to Morrison & Foerster LLP, John Hancock Tower, 200 Clarendon Street, Boston, MA 02116,
Facsimile: 617-830-0142, Email: ori@mofo.com, Attn: Ori Solomon (or at such other address for any party as shall be specified by
notice given in accordance with the provisions hereof, provided that notices of a change of address shall be effective only upon
receipt thereof). Notices delivered personally shall be effective on the day so delivered, notices sent by registered or certified
mail shall be effective five days after mailing, notices sent by facsimile shall be effective when receipt is acknowledged, and
notices sent by courier guaranteeing next day delivery shall be effective on the earlier of the second business day after timely
delivery to the courier or the day of actual delivery by the courier.


 


Section 8.5                          
Headings. The Article and Section headings used or contained in this Agreement are for convenience of reference
only and shall not affect the construction of this Agreement. The parties have participated jointly in the negotiation and drafting
of this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith with counsel
sophisticated in investment transactions. In the event an ambiguity or question of intent or interpretation arises, this Agreement
and the agreements, documents and instruments executed and delivered in connection herewith shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement and the agreements, documents and instruments executed and delivered in connection herewith.


 


Section 8.6                          
Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the
proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors,
and each of them, with full power of substitution, with respect to the matters set forth herein, including without limitation,
votes regarding any Sale Event pursuant to Article V hereof, election of Persons as members of the Board of Directors in
accordance with Article VI hereof and votes to increase authorized shares pursuant to Section 7.22 hereof, and hereby
authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether
by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s
Shares in favor of the election of Persons as members of the Board of Directors determined pursuant to and in accordance with the
terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to
and in accordance with the terms and provisions of Section 7.22 and Article V, respectively, of this Agreement or
to take any action necessary to effect Section 7.22 and Article V, respectively, of this Agreement. Each of the proxy
and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants
of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled
with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to the terms of this Agreement.
Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter,
unless and until this Agreement terminates or expires pursuant to the terms hereof, purport to grant any other proxy or power of
attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than
this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions
with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.


  



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Section 8.7                          
Remedies; Severability. It is specifically understood and agreed that any breach of the provisions of this
Agreement by any Person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone
will be an inadequate remedy for such breach, and that, in addition to any other legal or equitable remedies which they may have,
such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law) and
the Company may refuse to recognize any unauthorized Transferee as one of its Stockholders for any purpose, including, without
limitation, for purposes of dividend and voting rights, until the relevant party or parties have complied with all applicable provisions
of this Agreement.


 


In the event that any
one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges
of the parties hereto shall be enforceable to the fullest extent permitted by law.


 


Section 8.8                          
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. By executing this Agreement, the undersigned Investors who are also parties to the Prior Agreement, representing
a Supermajority Interest (as defined in the Prior Agreement) and a majority-in-interest of the Other Stockholders (based upon the
number of Shares held by each Other Stockholder), hereby amend and restate the Prior Agreement in its entirety as set forth in
this Agreement.


 


Section 8.9                          
Adjustments. All references to share prices and amounts herein shall be equitably adjusted to reflect stock
splits, stock dividends, recapitalizations and similar changes affecting the capital stock of the Company.


 


Section 8.10                       
Law Governing. This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of Delaware (without giving effect to principles of conflicts of law).


 


Section 8.11                       
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors
and permitted assigns of the parties hereto as contemplated herein, and any successor to the Company by way of merger or otherwise
shall specifically agree to be bound by the terms hereof as a condition of such successor. The rights of the Investors hereunder
shall be assignable to Transferees of their Shares as contemplated herein. This Agreement may not be assigned by any Other Stockholder
except as provided herein without the prior written consent of the Company and a Majority Interest, and without such prior written
consent any attempted Transfer shall be null and void.


 


Section 8.12                       
Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the
courts of the State of Delaware and the United States District Court for the District of Delaware 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 courts of the State of Delaware or the United States District Court for
the District of Delaware; 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.


  



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EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL
ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER
IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


Section 8.13                       
Counterparts. This Agreement may be executed in one or more counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which together shall be deemed to constitute
one and the same agreement.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Stockholders Agreement to be duly executed as of the date first set forth above.


   


 


	THE COMPANY:	 
	 	 
	 	908 DEVICES INC.
	 	 
	 	 
	 	By: 	/s/  Kevin Knopp
	 	 	Name: Kevin Knopp
	 	 	Title: President



  


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	OTHER STOCKHOLDERS:	 	 
	 	 	 
	 	 	 
	 	/s/ Christopher David Brown
	 	Christopher David Brown
	 	 	 
	 	 	 
	 	/s/ Kevin Hrusovsky
	 	Kevin Hrusovsky
	 	 	 
	 	 	 
	 	/s/ J. Michael Ramsey
	 	J. Michael Ramsey
	 	 	 
	 	 
	 	/s/ Roswitha S. Ramsey
	 	Roswitha S. Ramsey






 


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	INVESTORS:	 	 
	 	 	 
	 	NORTHPOND VENTURES, LP
	 	 	 
	 	By: Northpond Ventures GP, its general partner
	 	 	 
	 	By: 	 
	 	 	Name
	 	 	Title:



  


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	INVESTORS:	 	 
	 	TAO INVEST III LLC
	 	 	 
	 	 	 
	 	By: 	/s/  Nicholas J. Pritzker
	 	 	Name: Nicholas J. Pritzker
	 	 	Title: Chairman
	 	 	 
	 	 	 
	INVESTORS:	 	 
	 	TAO INVEST LLC
	 	 	 
	 	 	 
	 	By: 	/s/  Nicholas J. Pritzker
	 	 	Name: Nicholas J. Pritzker
	 	 	Title: Chairman






 


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	INVESTORS:	 	 
	 	 	 
	 	ARCH VENTURE FUND VII, L.P.
	 	 	 
	 	By: 	ARCH Venture Partners VII, L.P.,
	 	 	its General Partner
	 	 	 
	 	By:  	ARCH Venture Partners VII, LLC,
	 	 	its General Partner
	 	 	 
	 	 	 
	 	By: 	/s/ Keith Crandell
	 	 	Name: Keith Crandell
	 	 	Title: Managing Director



 





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	INVESTORS:	 	 
	 	 	 
	 	 	 
	 	RAZOR’S EDGE FUND, LP
	 	 	 
	 	By: Razor’s Edge Ventures, LLC, its General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Mark Spoto
	 	Name: Mark Spoto
	 	Title: Managing Director
	 	 	 
	 	 	 
	 	RE SIDECAR 4, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Mark Spoto
	 	Name: Mark Spoto
	 	Title: Managing Director
	 	 	 
	 	 	 
	 	YODABYTE INVESTMENTS, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Mark Spoto
	 	Name: Mark Spoto
	 	Title: Managing Director



 





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	INVESTORS:	 	 
	 	 	 
	 	SCHLUMBERGER TECHNOLOGY CORPORATION
	 	 	 
	 	 	 
	 	By: 	/s/ Tim Henry
	 	Name: Tim Henry
	 	Title: Treasurer



 





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	INVESTORS:	 	 
	 	 	 
	 	 	 
	 	SAEV Guernsey Holdings Limited
	 	 	 
	 	By:	/s/ Majid Mufti
	 	Name: Majid Mufti
	 	Title: Chief Executive Officer



 


 


	INVESTORS:	/s/ Kevin J. Knopp
	 	Kevin J. Knopp
	 	Address:	91 Thorndike Street 
	 	 	Brookline, MA 02446



 





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	INVESTORS:	 	 
	 	/s/ E. Kevin Hrusovsky
	 	E. Kevin Hrusovsky 2012 Irrevocable Trust
	 	Trustee: Kevin Hrusovsky



 





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	INVESTORS:	 	 
	 	 	 
	 	CASDIN PARTNERS MASTER FUND LP
	 	 	 
	 	/s/ Eli Casdin
	 	Name: Eli Casdin
	 	Title:



 





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	INVESTORS:	 	 
	 	 	 
	 	The Barthelemy 2001 Trust
	 	 	 
	 	/s/ Nicolas Barthelemy
	 	Name: Nicolas Barthelemy
	 	Title:



 





[Signature Page to Stockholders Agreement]


  






    


     


    

  


EXHIBIT A


 


Form of Joinder Agreement


 


The undersigned hereby agrees, effective
as of the date hereof, to become a party to that certain Fourth Amended and Restated Stockholders Agreement (the “Agreement”)
dated as of April 11, 2019 by and among 908 Devices Inc. (the “Company”) and the parties named therein and for
all purposes of the Agreement, the undersigned shall be included within the term [“Other Stockholder”/”Investor”]
(as defined in the Agreement). The undersigned further confirms that the representations and warranties contained in Article
II of the Agreement are true and correct as to the undersigned as of the date hereof. The address and facsimile number to which
notices may be sent to the undersigned is as follows:


 


	Address: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Facsimile No.	 	 	 
	 	 	 
	 	 	 
	 	 	[NAME OF UNDERSIGNED]



 



    


     


    




  


Schedule A


 


	Other Stockholder
	Steven P. Araiza
	Andrew J. Bartfay-Szabo
	Christopher David Brown
	David Cruikshank
	Michael J. Jobin
	Scott Miller
	Chris Petty
	J. Michael Ramsey
	Kevin Knopp


  


	Investors
	ARCH Venture Fund VII, L.P.
	RE Sidecar 4, LLC
	Razor’s Edge Fund, LP
	Yodabyte Investments, LLC
	Schlumberger Technology Corporation
	UTEC 2 L.P.
	David Walt
	Kevin Knopp
	Kevin Hrusovsky
	Daryoosh Vakhshoori
	Stephen Reeves
	Jay Flatley
	Doug Kahn
	E. Kevin Hrusovsky 2012 Irrevocable Trust
	SAEV Guernsey Holdings Limited
	Martin Madaus GST Trust



  



    


     


    




 


	Joseph H. Griffith IV
	Exora Investments LLC c/u Perspecta Trust LLC
	Woburn Abbey November 2011 Trust
	Casdin Partners Master Fund LP
	Cormorant Private Healthcare Fund I, LP
	Cormorant Global Healthcare Master Fund, LP
	CRMA SPV, L.P.
	TAO Invest LLC
	TAO Invest III LLC
	TAO Invest IV LLC
	Northpond Ventures, LP
	The Barthelemy 2001 Trust
	PEI Investments
	Sands Capital