Exhibit 4.2


 


FOURTH AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT


 


This FOURTH AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of April 12, 2019, by and among 908 Devices Inc., a Delaware
corporation (the “Company”), and the persons identified on the signature pages hereto (collectively, the “Investors,”
and each individually, an “Investor”).


 


WHEREAS, the parties to
this Agreement are simultaneously entering into a certain Series E Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), whereby the Investors have agreed to purchase shares of Series E Preferred Stock (the “Securities”)
from the Company for an aggregate purchase price of up to $17,500,000; and


 


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


 


WHEREAS, the execution
of this Agreement is an inducement and a condition precedent to the purchase by the Investors of the Securities under the Purchase
Agreement;


 


WHEREAS, to induce certain
Investors to enter into the Purchase Agreement and purchase shares of Series E Preferred Stock thereunder, the Company and the
Investors 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 premises, as an inducement to the Investors to consummate the transactions contemplated by the Purchase Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investors
hereby covenant and agree with each other as follows:


 


1.            Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Commission”
shall mean the United States Securities and Exchange Commission, or any other federal agency administering the Securities Act and
the Exchange Act at the time.


 


“Common Stock”
shall mean 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).


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“Person”
shall mean an individual, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a limited liability
company or partnership, a government and any agency or political subdivision thereof.


 


“Registrable
Securities” shall mean (i) any shares of Common Stock held by the Investors at any time, and (ii) any other securities
issued and issuable to the Investors with respect to any such shares described in clause (i) above by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization
(it being understood that for purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever
such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition
has actually been effected).


 






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“Registration Expenses” shall mean
the expenses so described in Section 6 hereof.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, or any similar successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.


 


All other capitalized
terms not defined herein shall have the meaning set forth in the Purchase Agreement unless otherwise indicated.


 


 2.            Demand Registration.




 


(a)             At any time after one hundred eighty (180) days after the initial public offering of the Company’s Common Stock
pursuant to an effective registration under the Securities Act, the holders of a majority of the Registrable Securities may notify
the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities
in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request
to all Investors holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their
desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company
shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned
upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable
Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously
effect (but in any event no later than sixty (60) days after such request) the registration of all Registrable Securities whose
holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement;
provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more
than two (2) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained
herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement
filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall
have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities
as to which registration shall have been requested. A registration will not count as a requested registration under this Section
2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at
the request of the initiating shareholders; provided, however, that a majority in interest of the participating holders of Registrable
Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section
2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to
reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance
with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a).


 


(b)             If a requested registration involves an underwritten public offering and the managing underwriter of such offering
determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the
number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such
managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) persons
not having any contractual or other right to include such securities in the registration statement, (ii) securities held by any
other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right
to include such securities in the registration statement, (iii) securities to be registered by the Company pursuant to such registration
statement and, if necessary, (iv) Registrable Securities. If there is a reduction of the number of Registrable Securities pursuant
to clause (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities held
by such holders).


 






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(c)             With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering,
the managing underwriter shall be chosen by the holders of a majority of the Registrable Securities to be sold in such offering
(which approval will not be unreasonably withheld or delayed). The Company may not cause any other registration of securities for
sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which
Rule 145 of the Securities Act is applicable) to become effective within one hundred twenty


(120) days following the effective date of any registration
required pursuant to this Section 2.


 


3.             Form
S-3. After the first public offering of its securities registered under the Securities Act, the Company shall use its reasonable
best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or any successor
form) under the Securities Act. An Investor or Investors holding Registrable Securities anticipated to have an aggregate sale
price (net underwriting discounts and commissions, if any) in excess of $500,000 shall have the right to request any number of
registrations on Form S-3 (or any successor form) for the Registrable Securities held by such requesting holders. Such requests
shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of
disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities
of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then
have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall use
its reasonable best efforts to effect promptly the registration of all shares on Form S-3 (or a comparable successor form) to
the extent requested by such holders. The Company shall use its reasonable best efforts to keep such registration statement effective
until the earlier of 90 days or until such holders have completed the distribution described in such registration statement.


 


4.            Piggyback
Registration. If the Company at any time proposes to register any of its securities under the Securities Act for sale to the public
(except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable
Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder
of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Registrable Securities,
given within twenty (20) days after receipt by such Person of such notice, the Company will, subject to the limits contained in
this Section 4, use its reasonable best efforts to cause all such Registrable Securities of said requesting holders to be registered
under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or
other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by
any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement
that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than
the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts
of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing
underwriter; and provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors be reduced
below fifty percent (50%) of the total amount of securities included in such offering, unless such offering is the initial public
offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following order of priority:
(i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any
Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the
Registrable Securities sought to be included by the holders thereof as determined on a pro rata basis (based upon the aggregate
number of Registrable Securities held by such holders).


 






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5.            Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to use its best
efforts to promptly effect the registration of any of its securities under the Securities Act, the Company will:


 


(a)              use its best efforts diligently to prepare and file with the Commission a registration statement on the appropriate
form under the Securities Act with respect to such securities, which form shall comply as to form in all material respects with
the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith,
and use its best efforts to cause such registration statement to become and remain effective until completion of the proposed offering;


 


(b)             use
its best efforts to diligently prepare and file with the Commission such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the Holder
or Holders have completed the distribution described in such registration statement and to comply with the provisions of the Securities
Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the seller
or sellers of such securities shall desire to sell or otherwise dispose of the same, but only to the extent provided in this Agreement;


 


(c)              furnish
to each selling holder and the underwriters, if any, such number of copies of such registration statement, any amendments thereto,
any documents incorporated by reference therein, the prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as such selling holder may reasonably request in order to facilitate the public
sale or other disposition of the securities owned by such selling holder;


 


(d)             use
its best efforts to register or qualify the securities covered by such registration statement under such other securities or state
blue sky laws of such jurisdictions as each selling holder shall request, and do any and all other acts and things which may be
necessary under such securities or blue sky laws to enable such selling holder to consummate the public sale or other disposition
in such jurisdictions of the securities owned by such selling holder, except that the Company shall not for any such purpose be
required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;


 


(e)             within
a reasonable time before each filing of the registration statement or prospectus or amendments or supplements thereto with the
Commission, furnish to counsel selected by the holders of Registrable Securities copies of such documents proposed to be filed,
which documents shall be subject to the approval of such counsel;


 


(f)              immediately
notify each selling holder of Registrable Securities, such selling holder’s counsel and any underwriter and (if requested
by any such Person) confirm such notice in writing, of the happening of any event which makes any statement made in the registration
statement or related prospectus untrue or which requires the making of any changes in such registration statement or prospectus
so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading;
and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such
prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;


 






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(g)             use
its best efforts to prevent the issuance of any order suspending the effectiveness of a registration statement, and if one is
issued use its best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at
the earliest possible moment;


 


(h)             if
requested by the managing underwriter or underwriters (if any), any selling holder, or such selling holder’s counsel, promptly
incorporate in a prospectus supplement or post effective amendment such information as such Person requests to be included therein,
including, without limitation, with respect to the securities being sold by such selling holder to such underwriter or underwriters,
the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of an underwritten
offering of the securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or
post effective amendment;


 


(i)               make
available to each selling holder, any underwriter participating in any disposition pursuant to a registration statement, and any
attorney, accountant or other agent or representative retained by any such selling holder or underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s
officers, directors and employees to supply all information requested by any such Inspector in connection with such registration
statement;


 


(j)              enter into any reasonable underwriting agreement required by the proposed underwriter(s) for the selling holders,
if any, and use its best efforts to facilitate the public offering of the securities;


 


(k)             furnish
to each prospective selling holder a signed counterpart, addressed to the prospective selling holder, of (A) an opinion of counsel
for the Company, dated the effective date of the registration statement, and (B) a “comfort” letter signed by the
independent public accountants who have certified the Company’s financial statements included in the registration statement,
covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in
the case of the accountants’ letter) with respect to events subsequent to the date of the financial statements, as are customarily
covered (at the time of such registration) in opinions of the Company’s counsel and in accountants’ letters delivered
to the underwriters in underwritten public offerings of securities;


 


(l)              cause
the securities covered by such registration statement to be listed on the securities exchange or quoted on the quotation system
on which the Common Stock of the Company is then listed or quoted (or if the Common Stock is not yet listed or quoted, then on
such exchange or quotation system as the selling holders of Registrable Securities and the Company shall determine);


 


(m)            otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission and make generally available to its
security holders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby,
an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any comparable successor provisions);


 






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(n)             otherwise
cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or
cause to be executed and delivered all documents necessary to effect the registration of any securities under this Agreement;
and


 


(o)             during
the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.


 


6.            Expenses. All expenses incurred by the Company or the Investors in effecting the registrations provided for in Sections
2 and 4, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel
for the Company, and one counsel (which such counsel’s fees and disbursements shall be in an amount not to exceed $75,000
per registration) for the Investors participating in such registration as a group (selected by the holders of a majority of the
Registrable Securities who participate in the registration), underwriting expenses (other than fees, commissions or discounts),
expenses of any audits incident to or required by any such registration and expenses of complying with the securities or blue sky
laws of any jurisdictions (all of such expenses referred to as “Registration Expenses”), shall be paid by the Company.
All expenses incurred by the Investors in effecting the registrations provided for in Section 3 shall be paid by the Investors.


 


 7.            Indemnification.




 


(a)              The
Company shall indemnify and hold harmless each Investor that is a selling holder of Registrable Securities (including its partners
(including partners of partners and shareholders of such partners)), each underwriter (as defined in the Securities Act), and
directors, officers, employees and agents of any of them, and each other Person who participates in the offering of such securities
and each other Person, if any, who controls (within the meaning of the Securities Act) such seller, underwriter or participating
Person (individually and collectively, the “Indemnified Person”) against any losses, claims, damages or liabilities
(collectively, the “liability”), joint or several, to which such Indemnified Person may become subject under the Securities
Act or any other statute or at common law, insofar as such liability (or action in respect thereof) arises out of or is based
upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any
registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation
by the Company of the Securities Act, any state securities or “blue sky” laws or any sale or regulation thereunder
in connection with such registration. Except as otherwise provided in Section 7(d), the Company shall reimburse each such Indemnified
Person in connection with investigating or defending any such liability; provided, however, that the Company shall not be liable
to any Indemnified Person in any such case to the extent that any such liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary or final prospectus,
or amendment or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by
such Person specifically for use therein; and provided further, that the Company shall not be required to indemnify any Person
against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such
deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver
a prospectus as required by the Securities Act regardless of any investigation made by or on behalf of such Indemnified Person
and shall survive transfer of such securities by such seller.


 






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(b)             Each
Investor holding of any securities included in such registration being effected shall indemnify and hold harmless each other selling
holder of any securities, the Company, its directors and officers, each underwriter and each other Person, if any, who controls
(within the meaning of the Securities Act) the Company or such underwriter (individually and collectively also the “Indemnified
Person”), against any liability, joint or several, to which any such Indemnified Person may become subject under the Securities
Act or any other statute or at common law, insofar as such liability (or actions in respect thereof) arises out of or is based
upon (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any
registration statement under which securities were registered under the Securities Act at the request of such selling Investor,
any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission
or alleged omission by such selling Investor to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in the case of (i) and (ii) to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus,
amendment or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by such
selling Investor specifically for use therein regarding itself or the Registrable Securities held by it. Such selling Investor
shall reimburse any Indemnified Person for any legal fees incurred in investigating or defending any such liability; provided,
however, that in no event shall the liability of any Investor for indemnification under this Section 7 in its capacity as a seller
of Registrable Securities exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities
indemnified against equal to the proportion of the total securities sold under such registration statement which is being held
by such Investor, or (ii) the amount equal to the net proceeds to such Investor of the securities sold in any such registration;
and provided further, however, that no selling Investor shall be required to indemnify any Person against any liability arising
from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in
the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by
the Securities Act.


 


(c)             Indemnification
similar to that specified in Sections 7(a) and (b) shall be given by the Company and each selling holder (with such modifications
as may be appropriate) with respect to any required registration or other qualification of their securities under any federal
or state law or regulation of governmental authority other than the Securities Act.


 


(d)             In
the event the Company, any selling holder or other Person receives a complaint, claim or other notice of any liability or action,
giving rise to a claim for indemnification under Sections 7(a), (b) or (c) above, the Person claiming indemnification under such
paragraphs shall promptly notify the Person against whom indemnification is sought of such complaint, notice, claim or action,
and such indemnifying Person shall have the right to investigate and defend any such loss, claim, damage, liability or action.


 


(e)              If
the indemnification provided for in this Section 7 for any reason is held by a court of competent jurisdiction to be unavailable
to an Indemnified Person in respect of any losses, claims, damages expenses or liabilities referred to therein, then each indemnifying
party under this Section 7, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, the Investor, or Investors and the underwriters from
the offering of Registrable Securities 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, the other Investors and the underwriters in connection with the statements or omissions which resulted in
such losses, claims, damages expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company, the Investors and the underwriters shall be deemed to be in the same respective proportions that the
net proceeds from the offering (before deducting expenses) received by the Company, the Investors, and the underwriting discount
received by the underwriters, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the
aggregate public offering price of the Registrable Securities. The relative fault of the Company, the Investors and the underwriters
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, the Investors, or the
underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 






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The Company, the Investors
and the Underwriters agree that it would not be just and equitable if contribution to this Section 7 were determined by pro rata
or per capita allocation or by any other method of allocation which does not take account the equitable considerations referred
to in the immediately preceding paragraph. In no event, however, shall an Investor be required to contribute under this Section
7(e) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages expenses or liabilities indemnified
against equal to the proportion of the total Registrable Securities sold under such registration statement which are being sold
by such Investor or (ii) the net proceeds received by such Investor from its sale of Registrable Securities under such registration
statement. No Person found guilty of fraudulent representation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.


 


(f)              The
amount paid by an indemnifying party or payable to an Indemnified Person as a result of the losses, claims, damages, expenses
and liabilities referred to in this Section 7 shall be deemed to include, subject to limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim, payable as the same are incurred. The indemnification and contribution provided for in this Section 7 will remain in full
force and effect regardless of any investigation made by or on behalf of the indemnified parties or any other officer, director,
employee, agent or controlling person of the indemnified parties. No indemnifying party, in the defense of any such claim or litigation,
shall enter into a consent or entry of any judgment or enter into a settlement without the consent of the Indemnified Person,
which consent will not be unreasonably withheld or delayed.


 


8.            Compliance
with Rule 144. In the event that the Company (i) registers a class of securities under Section 12 of the Exchange Act or (ii)
shall commence to file reports under Section 13 or 15(d) of the Exchange Act, the Company will use its best efforts thereafter
to file with the Commission such information as is required under the Exchange Act for so long as there are holders of Registrable
Securities; and in such event, the Company shall use its best efforts to take all action as may be required as a condition to
the availability of Rule 144 under the Securities Act (or any comparable successor rules). The Company shall furnish to any holder
of Registrable Securities upon request a written statement executed by the Company as to the steps it has taken to comply with
the current public information requirement of Rule 144 (or such comparable successor rules). After the occurrence of the first
underwritten public offering of Common Stock of the Company pursuant to an offering registered under the Securities Act on Form
S-1 (or any comparable successor forms), subject to the limitations on transfers imposed by this Agreement, the Company shall
use its best efforts to facilitate and expedite transfers of Registrable Securities pursuant to Rule 144 under the Securities
Act, which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Securities.


 


9.             Rule
144A Information. The Company shall, upon written request of any Investor, provide to such Investor and to any prospective institutional
transferee of the Common Stock designated by such Investor, such financial and other information as is available to the Company
or can be obtained by the Company without material expense and as such Investor may reasonably determine is required to permit
such transfer to comply with the requirements of Rule 144A promulgated under the Securities Act.


 






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10.          Amendments.
The provisions of this Agreement may be amended, and the Company may take any action herein prohibited or omit to perform any
act herein required to be performed by it, only if the Company has obtained the written consent of the holders of a majority of
the Registrable Securities. For the purposes of this Agreement and all agreements executed pursuant hereto, no course of dealing
between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or
thereunder shall operate as a waiver of the rights hereof and thereof.


 


11.          Postponement.
The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed
ninety (90) days in the aggregate during any twelve month period, if the Company has been advised by legal counsel that such filing
would require a special audit or the disclosure of a material impending transaction or other matter and the Company’s Board
of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company
(a “Black Out Period”). Upon notice of the existence of a Black Out Period from the Company to any Investor or Investors
with respect to any registration statement already effective, such Investor or Investors shall refrain from selling their Registrable
Securities under such registration statement until such Black Out Period has ended; provided, however, that the Company shall
not impose a Black Out Period with respect to any registration statement that is already effective more than once during any period
of twelve (12) consecutive months and in no event shall such Black Out Period exceed sixty (60) days.


 


12.           Market
Stand Off. Each Investor hereby agrees that it will not, without the prior written consent of the managing underwriter, during
the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common
Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending
on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in
the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions
on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but
not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments
thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract
to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether
such shares or any such securities are then owned by the Investor or are thereafter acquired) or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities,
in cash, or otherwise. The foregoing provisions of this Section 12 shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, and shall be applicable to the Investors only if all officers and directors are subject
to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders
individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion
into Common Stock of all outstanding Preferred Stock). Any discretionary waiver or termination of the restrictions of any or all
of such agreements by the Company or the underwriters shall apply pro rata to all stockholders that are subject to such agreements,
based on the number of shares subject to such agreements. The underwriters in connection with such registration are intended third
party beneficiaries of this Section 12 and shall have the right, power, and authority to enforce the provisions hereof as though
they were a party hereto. Each Investor further agrees to execute such agreements as may be reasonably requested by the underwriters
in connection with such registration that are consistent with this Section 12 or that are necessary to give further effect thereto.


 






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13.          Transferability
of Registration Rights. The registration rights set forth in this Agreement are transferable to each transferee of Registrable
Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of
this Agreement in order to acquire the rights granted pursuant to this Agreement.


 


14.          Rights
Which May Be Granted to Subsequent Investors. Other than permitted transferees of Registrable Securities under this Section, the
Company shall not, without the prior written consent of holders of a majority of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, (a)
allow purchasers of the Company’s securities to become a party to this Agreement or (b) grant any other registration rights
other than any incidental or so called piggyback registration rights to any third parties that are not inconsistent with the terms
of this Agreement.


 


15.          Damages.
The Company recognizes and agrees that each holder of Registrable Securities will not have an adequate remedy if the Company fails
to comply with the terms and provisions of this Agreement and that damages will not be readily ascertainable, and the Company
expressly agrees that, in the event of such failure, it shall not oppose an application by any holder of Registrable Securities
or any other Person entitled to the benefits of this Agreement requiring specific performance of any and all provisions hereof
or enjoining the Company from continuing to commit any such breach of this Agreement.


 


 16.          Miscellaneous.




 


(a)             Notices.
All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed (by first class
registered or certified mail, postage prepaid), emailed, sent by express overnight courier service or electronic facsimile transmission
(with a copy by mail), or delivered to the applicable party at the addresses indicated below:


 


To
the Company:          908 Devices Inc.


  645 Summer Street


  Boston, MA 02210 Attn: Kevin


  Knopp Phone: (978) 729-4478


  Email:
kjknopp@908devices.com


 


With a copy to:              Goodwin Procter LLP


  100 Northern Avenue


  Boston, MA 02210


  Attn: Mark J. Macenka


  Phone: (617) 570-1145


  Fax: (617) 801-8610


  Email: mmacenka@goodwinlaw.com




 


If to the Investors: At the addresses,
facsimile numbers or email addresses shown on the signature pages hereto


 


If to any other holder of Registrable Securities:
At such Person’s address for notice as set forth in the books and records of the Company or, as to each of the foregoing,
at such other address as shall be designated by such Person in a written notice to other parties complying as to delivery with
the terms of this subsection (a). All such notices, requests, demands and other communications shall, when mailed, telegraphed
or sent, respectively, be effective (i) two days after being deposited in the mails or (ii) one day after being delivered to the
telegraph company, deposited with the express overnight courier service or sent by electronic facsimile transmission, respectively,
addressed as aforesaid.


 






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(b)           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state
of Delaware, without giving effect to conflict of laws principles thereof.


 


(c)
          Dispute Resolution.




 


(i)                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.


 


(ii)              
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.


 


(d)           Counterparts.
This Agreement may be executed in two or more facsimile counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(e)           Severability.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability
shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not
contained herein.


 






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(f)              Integration. This Agreement, including the exhibits, documents and instruments referred to herein or therein,
constitutes the entire agreement among the parties with respect to the subject matter.


 


(g)             Entire
Agreement. By executing this Agreement, the undersigned Investors who are also parties to the Prior Agreement, representing
the holders of a majority of the Registrable Securities, hereby amend and restate the Prior Agreement in its entirety as set forth
in this Agreement.


 


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


 


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



 


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	 	INVESTORS:
	 	 
	 	NORTHPOND VENTURES, LP
	 	 
	 	By: Northpond Ventures GP, its general partner
	 	 
	 	By:	/s/ Patrick Smerkers                 
	 	 	Name Patrick Smerkers
	 	 	Title: Director of Finance and Operations
	 	                            
	 	Address for notices:
	 	 
	 	Attn: Northpond Ventures, LP
	 	7500 Old Georgetown Road 

    Suite 850
	 	Bethesda, Maryland 20814
	 	Attn: Patrick Smerkers
	 	 
	 	With a copy (which shall not constitute notice) to:
	 	 
	 	Ropes & Gray LLP
	 	Prudential Tower
	 	800 Boylston Street
	 	Boston, MA 02199
	 	Attn: Joel Freedman
	 	Facsimile: (617) 235-0375



 


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	 	INVESTORS:
	 	 
	 	 	 
	 	Martin Madaus GST Trust
	 	 
	 	By:	/s/ Chip Martin
	 	Name:	Chip Martin
	 	Title:	Trustee
	 	 	 
	 	Address for notices:


  


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	 	INVESTORS:
	 	 
	 	/s/ David R. Walt
	 	Name: David R. Walt



 


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



 


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



 


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	 	INVESTORS:
	 	 
	 	TAO INVEST III 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 D Spoto                        
	 	Name: Mark Spoto
	 	Title: Managing Director
	 	 
	 	 
	 	RE SIDECAR 4, LLC
	 	 
	 	 
	 	By:	/s/ Mark D Spoto
	 	Name: Mark Spoto
	 	Title: Managing Director
	 	 
	 	 
	 	YODABYTE INVESTMENTS, LLC
	 	 
	 	 
	 	By:	/s/ Mark D Spoto
	 	Name: Mark Spoto
	 	Title: Managing Director



 


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



 


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	 	INVESTORS:
	 	 
	 	 
	 	/s/ Kevin J. Knopp
	 	Kevin Knopp



 


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	 	INVESTORS:
	 	 
	 	 
	 	E. Kevin Hrusovsky 2012 Irrevocable Trust




 


	 	By:	/s/
    E. Kevin Hrusovsky



	 	Name: Kevin Hrusovsky
	 	Title: Trustee







 


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	 	INVESTORS: 
	 	 
	 	 
	 	/s/
    E. Kevin Hrusovsky
	 	Kevin Hrusovsky




 


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	 	INVESTORS:
	 	 
	 	 
	 	CASDIN PARTNERS MASTER FUND LP




 


 


	 	/s/ Eli
    Casdin
	 	Name: Eli Casdin
	 	Title: Chief Investment Officer




 


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	 	INVESTORS:
	 	 
	 	 
	 	Sands Capital Life Sciences Pulse Fund,
    L.P.
	 	 
	 	 
	 	By: Sands Capital Life Sciences Pulse Fund-GP,
    L.P., its general partner
	 	 
	 	By: Sands Capital Life Sciences Pulse Fund-GP, LLC, its general
    partner




 


 


	 	By:	/s/
    Jonathan Goodman
	 	 	Name: Jonathan Goodman
	 	 	Title: General Counsel




 


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	 	INVESTORS:
	 	 
	 	 
	 	SCHLUMBERGER TECHNOLOGY CORPORATION




 


 


	 	By:	/s/
    Chad Peterson ,v
	 	Name: Chad
    Peterson ,v
	 	Title: NAL
    WP




 


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	 	INVESTORS:
	 	 
	 	 
	 	PEI Investments, LLC




 


 


	 	By:	/s/
    Peter Andrew Pappas
	 	 	Name: Peter Andrew Pappas
	 	 	Title : Manager




 


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