Exhibit 10.7


 


AMENDED
AND RESTATED


 


RIGHT
OF FIRST REFUSAL AND CO-SALE AGREEMENT


 






     


     


    

 


TABLE OF CONTENTS


 




	 	 	 	Page
	 	 	 	 
	1.	Definitions	1
	 	 	 	 
	2.	Agreement
    Among the Company, the Investors and the Key Holders	3
	 	2.1	Right
    of First Refusal	3
	 	2.2	Right
    of Co-Sale	5
	 	2.3	Effect
    of Failure to Comply	7
	 	 	 
	3.	Exempt
    Transfers	8
	 	3.1	Exempted
    Transfers	8
	 	3.2	Exempted
    Offerings	8
	 	3.3	Prohibited
    Transferees	8
	 	 	 	 
	4.	Legend	9
	 	 	 	 
	5.	Lock-Up	9
	 	5.1	Agreement
    to Lock-Up	9
	 	5.2	Stop
    Transfer Instructions	10
	 	 	 	 
	6.	Miscellaneous	10
	 	6.1	Term	10
	 	6.2	Stock
    Split	10
	 	6.3	Ownership	10
	 	6.4	Dispute
    Resolution	10
	 	6.5	Notices	11
	 	6.6	Entire
    Agreement	11
	 	6.7	Delays
    or Omissions	11
	 	6.8	Amendment;
    Waiver and Termination	12
	 	6.9	Assignment
    of Rights	12
	 	6.10	Severability	13
	 	6.11	Additional
    Investors	13
	 	6.12	Governing
    Law	13
	 	6.13	Titles
    and Subtitles	13
	 	6.14	Counterparts	13
	 	6.15	Aggregation
    of Stock	13
	 	6.16	Specific
    Performance	13


 


Schedule A         
-           Investors


Schedule B          
-          Key Holders


 






    			 



     


    

 





AMENDED AND RESTATED


RIGHT OF FIRST REFUSAL


AND CO-SALE AGREEMENT


 


THIS AMENDED AND RESTATED
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 19th day of February, 2016
by and among SeqLL Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A
and the Key Holders listed on Schedule B.


 


WHEREAS, the Company,
the Key Holders and certain of the Investors (the “Prior Investors”) previously entered into a Right of First
Refusal and Co-Sale Agreement, dated as of May 30, 2014 (the “Prior Agreement”), in connection with the purchase
of shares of Series A-1 Preferred Stock, par value $0.00001 per share (“Series A-1 Preferred Stock”); and


 


WHEREAS, the Key
Holders, the Prior Investors and the Company desire to induce certain other Investors to purchase shares of Series A-2 Preferred
Stock of the Company, par value $0.00001 per share (“Series A-2 Preferred Stock”), pursuant to the Series A-2
Convertible Preferred Stock Purchase Agreement, dated as of the date hereof, by and among the Company and such Investors (the “Purchase
Agreement”) by amending and restating the Prior Agreement to provide the Investors with the rights and privileges as
set forth herein.


 


NOW, THEREFORE,
the Company, the Key Holders and the Investors each hereby agree as follows:


 


1.            Definitions.


 


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


 


1.2       “Capital
Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context),
(b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable
upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each
case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees
or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based
thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion
ratio.


 


1.3       “Change
of Control” means 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.


 



    	 	1	 



     


    







 


1.4       “Common
Stock” means shares of Common Stock of the Company, $0.00001 par value per share.


 


1.5       “Company
Notice” means written notice from the Company notifying the selling Key Holders that the Company intends to exercise
its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.


 


1.6       “Investor
Notice” means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends
to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.


 


1.7       “Investors”
means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to
Subsection 6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.11 and any
one of them, as the context may require; provided, however, that any such person shall cease to be considered an
Investor for purposes of this Agreement at any time such person and his, her or its Affiliates collectively hold fewer than 156,250
shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar
transaction).


 


1.8       “Key
Holders” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are
assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection
6.9 and any one of them, as the context may require.


 


1.9       “Preferred
Stock” means collectively, all shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock.


 


1.10     “Proposed
Key Holder Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition
of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders.


 


1.11     “Proposed
Transfer Notice” means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder
Transfer.


 


1.12     “Prospective
Transferee” means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.


 


1.13     “Restated
Certificate” means the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.


 


1.14     “Right
of Co-Sale” means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on
the terms and conditions specified in the Proposed Transfer Notice.


 


1.15     “Right
of First Refusal” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to
purchase some or all of the Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified
in the Proposed Transfer Notice.


 




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1.16     “Secondary
Notice” means written notice from the Company notifying the Investors and the selling Key Holder that the Company does
not intend to exercise its Right of First Refusal as to all shares of Transfer Stock with respect to any Proposed Key Holder Transfer.


 


1.17     “Secondary
Refusal Right” means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based
upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the
Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.


 


1.18     “Transfer
Stock” means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including,
without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does
not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.


 


1.19     “Undersubscription
Notice” means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends
to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal
or the Secondary Refusal Right.


 


2.            Agreement
Among the Company, the Investors and the Key Holders.


 


2.1       Right
of First Refusal.


 


(a)       Grant.
Subject to the terms of Section 3 below, each Key Holder hereby unconditionally and irrevocably grants to the Company a
Right of First Refusal to purchase all or any portion of Transfer Stock that such Key Holder may propose to transfer in a Proposed
Key Holder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.


 


(b)       Notice.
Each Key Holder proposing to make a Proposed Key Holder Transfer must deliver a Proposed Transfer Notice to the Company and each
Investor not later than forty-five (45) days prior to the consummation of such Proposed Key
Holder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration)
of the Proposed Key Holder Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Key Holder
Transfer. To exercise its Right of First Refusal under this Section 2, the Company must deliver a Company Notice to the
selling Key Holder within fifteen (15) days after delivery of the Proposed Transfer Notice. In the event of a conflict between
this Agreement and any other agreement that may have been entered into by a Key Holder with the Company that contains a preexisting
right of first refusal, the Company and the Key Holder acknowledge and agree that the terms of this Agreement shall control and
the preexisting right of first refusal shall be deemed satisfied by compliance with Subsection 2.1(a) and this Subsection
2.1(b). In the event of a conflict between this Agreement and the Company’s Bylaws containing a preexisting right of
first refusal, the terms of the Bylaws will control and compliance with the Bylaws shall be deemed compliance with this Subsection
2.1(a) and (b) in full.


 




    	 	3	 



     


    

 


(c)       Grant
of Secondary Refusal Right to Investors. Subject to the terms of Section 3 below, each Key Holder hereby unconditionally
and irrevocably grants to the Investors a Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased
by the Company pursuant to the Right of First Refusal, as provided in this Subsection 2.1(c). If the Company does not intend
to exercise its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Key Holder Transfer, the Company
must deliver a Secondary Notice to the selling Key Holder and to each Investor to that effect no later than fifteen (15) days after
the selling Key Holder delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor
must deliver an Investor Notice to the selling Key Holder and the Company within ten (10) days after the Company’s deadline
for its delivery of the Secondary Notice as provided in the preceding sentence.


 


(d)       Undersubscription
of Transfer Stock. If options to purchase have been exercised by the Company and the Investors with respect to some but not
all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Subsection 2.1(c) (the
“Investor Notice Period”), then the Company shall, immediately after the expiration of the Investor Notice Period,
send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary
Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall,
subject to the provisions of this Subsection 2.1(d), have an additional option to purchase all or any part of the balance
of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice.
To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company
within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising
Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available,
the remaining shares available for purchase under this Subsection 2.1(d) shall be allocated to such Exercising Investors
pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary
Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase
pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the
Exercising Investors, the Company shall immediately notify all of the Exercising Investors and the selling Key Holder of that fact.


 


(e)       Forfeiture
of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors
have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of
shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer
Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee
on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the
Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms
and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2
and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement,
including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed
Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again
become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.


 




    	 	4	 



     


    




 


(f)       Consideration;
Closing. If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration,
the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as
set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form
of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith
by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company
and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling
Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder
Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.


 


2.2       Right
of Co-Sale.


 


(a)       Exercise
of Right. If any Transfer Stock subject to a Proposed Key Holder Transfer is not purchased pursuant to Subsection 2.1
above and thereafter is to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale
and participate on a pro rata basis in the Proposed Key Holder Transfer as set forth in Subsection 2.2(b) below and, subject
to Subsection 2.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor
who desires to exercise its Right of Co-Sale (each, a “Participating Investor”) must give the selling Key Holder
written notice to that effect within fifteen (15) days after the deadline for delivery of the Secondary Notice described above,
and upon giving such notice such Participating Investor shall be deemed to have effectively exercised the Right of Co-Sale.


 


(b)       Shares
Includable. Each Participating Investor may include in the Proposed Key Holder Transfer all or any part of such Participating
Investor’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer
Stock subject to the Proposed Key Holder Transfer (excluding shares purchased by the Company or the Participating Investors pursuant
to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares
of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer (including
any shares that such Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the
total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation
of the Proposed Key Holder Transfer (including any shares that all Participating Investors have collectively agreed to purchase
pursuant to the Secondary Refusal Right), plus the number of shares of Transfer Stock held by the selling Key Holder.


 




    	 	5	 



     


    




 


(c)       Purchase
and Sale Agreement. The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed
Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale
agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions
for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such
Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.


 


(d)       Allocation
of Consideration.


 


(i)       Subject
to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder
shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor
and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to
sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion
ratio of the Preferred Stock into Common Stock.


 


(ii)       In
the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall
provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key
Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if (A) such transfer were a Deemed
Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and
Sale Agreement were the only Capital Stock outstanding.


 


(e)       Purchase
by Selling Key Holder; Deliveries. Notwithstanding Subsection 2.2(c) above, if any Prospective Transferee or Transferees
refuse(s) to purchase securities subject to the Right of Co-Sale from any Participating Investor or Investors or upon the failure
to negotiate a Purchase and Sale Agreement reasonably satisfactory to the Participating Investors, no Key Holder may sell any Transfer
Stock to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Key Holder purchases
all securities subject to the Right of Co-Sale from such Participating Investor or Investors on the same terms and conditions (including
the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Subsection 2.2(d)(i); provided,
however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling
Key Holder to such Participating Investor or Investors shall be made in accordance with the first sentence of Subsection 2.2(d)(ii).
In connection with such purchase by the selling Key Holder, such Participating Investor or Investors shall deliver to the selling
Key Holder any stock certificate or certificates, properly endorsed for transfer, representing the Capital Stock being purchased
by the selling Key Holder (or request that the Company effect such transfer in the name of the selling Key Holder). Any such shares
transferred to the selling Key Holder will be transferred to the Prospective Transferee against payment therefor in consummation
of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the selling
Key Holder shall concurrently therewith remit or direct payment to each such Participating Investor the portion of the aggregate
consideration to which each such Participating Investor is entitled by reason of its participation in such sale as provided in
this Subsection 2.2(e).


 




    	 	6	 



     


    




 


(f)       Additional
Compliance. If any Proposed Key Holder Transfer is not consummated within forty-five (45) days after receipt of the Proposed
Transfer Notice by the Company, the Key Holders proposing the Proposed Key Holder Transfer may not sell any Transfer Stock unless
they first comply in full with each provision of this Section 2. The exercise or election not to exercise any right by any
Investor hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Subsection 2.2.


 


2.3       Effect
of Failure to Comply.


 


(a)       Transfer
Void; Equitable Relief. Any Proposed Key Holder Transfer not made in compliance with the requirements of this Agreement shall
be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized
by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to
the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally
and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other
remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases,
sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).


 


(b)       Violation
of First Refusal Right. If any Key Holder becomes obligated to sell any Transfer Stock to the Company or any Investor under
this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such
Investor may, at its option, in addition to all other remedies it may have, send to such Key Holder the purchase price for such
Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company effect
such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing
the Transfer Stock to be sold.


 


(c)       Violation
of Co-Sale Right. If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited
Transfer”), each Investor who desires to exercise its Right of Co-Sale under Subsection 2.2 may, in addition to
such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Investor the type
and number of shares of Capital Stock that such Investor would have been entitled to sell to the Prospective Transferee had the
Prohibited Transfer been effected in compliance with the terms of Subsection 2.2. The sale will be made on the same terms,
including, without limitation, as provided in Subsection 2.2(d)(i) and the first sentence of Subsection 2.2(d)(ii),
as applicable, and subject to the same conditions as would have applied had the Key Holder not made the Prohibited Transfer, except
that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the
Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Subsection 2.2. Such Key Holder
shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable
legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Subsection
2.2.


 




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3.            Exempt
Transfers.


 


3.1       Exempted
Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1 and 2.2
shall not apply (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members,
partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater
than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase
provisions approved by a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest
in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply
with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, or (d) in
the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate
planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted),
or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to
as “family members”), or any other person approved by unanimous consent of the Board of Directors of the Company, or
any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests
of which are owned wholly by such Key Holder or any such family members; or (e) to the sale by the Key Holder of up to 10% of the
Transfer Stock held by such Key Holder as of the date that such Key Holder first became party to this Agreement; provided
that in the case of clause(s) (a), (c), (d) or (e), the Key Holder shall deliver prior written notice to the Investors of such
pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set
forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this
Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder
(but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect
to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and provided further in the case of
any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration
actually paid for such transfer.


 


3.2       Exempted
Offerings. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply
to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in
the Company’s Certificate of Incorporation).


 


3.3       Prohibited
Transferees. Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock 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.


 




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4.            Legend.
Each certificate, instrument, or book entry representing shares of Transfer Stock held by the Key Holders or issued to any permitted
transferee in connection with a transfer permitted by Subsection 3.1 hereof shall be notated with the following legend:


 


THE SALE, PLEDGE, HYPOTHECATION,
OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF
A CERTAIN AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN
OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.


 


Each Key Holder agrees that the Company may
instruct its transfer agent to impose transfer restrictions on the shares notated with the legend referred to in this Section
4 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed
upon termination of this Agreement at the request of the holder.


 


5.            Lock-Up.


 


5.1       Agreement
to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”)
and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80)
days), 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), (a) 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 Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (b) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital
Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale
of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers,
directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into
Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are
intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions
hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested
by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.


 




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5.2       Stop
Transfer Instructions. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect
to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period.


 


6.            Miscellaneous.


 


6.1       Term.
This Agreement shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s
IPO; and (b) the consummation of a Deemed Liquidation Event (as defined in the Restated Certificate).


 


6.2       Stock
Split. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend,
split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.


 


6.3       Ownership.
Each Key Holder represents and warrants that such Key Holder is the sole legal and beneficial owner of the shares of Transfer Stock
subject to this Agreement and that no other person or entity has any interest in such shares (other than a community property interest
as to which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).


 


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


 


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


 




    	 	10	 



     


    

 


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


 


6.5       Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at
their address as set forth on Schedule A or Schedule B hereof, as the case may be, or to such email address, facsimile
number or address as subsequently modified by written notice given in accordance with this Section 6.5. If notice is given
to the Company, it shall be sent to SeqLL Inc., 866 E Fifth Street, Unit 2, Boston, MA 02127, Attn: Daniel
R. Jones; and a copy (which shall not constitute notice) shall also be sent to Foley & Lardner LLP, 975 Page Mill Rd.,
Palo Alto, CA 94304, Attn: E. Thom Rumberger Jr., Esq.


 


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


 


6.7       Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching
or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or
of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character
on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions
or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 




    	 	11	 



     


    

 


6.8       Amendment;
Waiver and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above)
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 (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock
then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants, and (c)
the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred
Stock held by the Investors (voting as a single class and on an as-converted basis). Any amendment, modification, termination or
waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and
permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification,
termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance
of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor
or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders, respectively,
in the same fashion, and (ii) the consent of the Key Holders shall not be required for any amendment, modification, termination
or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders, and (iii) Schedule A
hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding Additional
Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto. The Company shall give prompt
written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent
in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision
of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.


 


6.9       Assignment
of Rights.


 


(a)       The
terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted
assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.


 


(b)       Any
successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock
in accordance with the terms hereof, shall deliver to the Company and the Investors, as a condition to any transfer or assignment,
a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be
subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor of
such successor or permitted assignee.


 




    	 	12	 



     


    

 


(c)       The
rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably
withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires
at least 156,250 shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization
or other similar transaction), it being acknowledged and agreed that any such assignment, including an assignment contemplated
by the preceding clauses (i) or (ii) shall be subject to and conditioned upon any such assignee’s delivery to the Company
and the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to
be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor of such assignee.


 


(d)       Except
in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations
of the Company hereunder may not be assigned under any circumstances.


 


6.10      Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


 


6.11      Additional
Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s
Series A-2 Preferred Stock after the date hereof, any purchaser of such shares of Series A-2 Preferred Stock may become a party
to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be
deemed an “Investor” for all purposes hereunder.


 


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


 


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


 


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


 


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


 


6.16      Specific
Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement,
each Investor shall be entitled to specific performance of the agreements and obligations of the Company and the Key Holders hereunder
and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.


 


[Remainder of Page Intentionally Left Blank]





 







    	 	13	 



     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.





 


	 	SEQLL INC.
	 	 
	 	By:	/s/ Elizabeth Reczek
	 	Name: Elizabeth Reczek
	 	 
	 	Title:  Chief Executive Officer


 


	 	KEY HOLDERS:
	 	 
	 	DANIEL JONES
	 	 
	 	Signature:	/s/ Daniel Jones
	 	Name: Daniel Jones


 


	 	TISHA JEPSON
	 	 
	 	Signature:	/s/ Tisha Jepson
	 	Name: Tisha Jepson


 


	 	WENDY ST. LAURENT
	 	 
	 	Signature:	/s/ Wendy St. Laurent
	 	Name: Wendy St. Laurent


 


	 	PETER BRENNAN
	 	 
	 	Signature:	/s/ Peter Brennan
	 	Name: Peter Brennan


  


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 






    			 



     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	GENOMIC DIAGNOSTIC TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ William St. Laurent , PRES.
	 	 	 
	 	Name:	 
	 	 	 
	 	 	William St. Laurent, President


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 






    			 



     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Eleanor St. Laurent
	 	Eleanor St. Laurent
	 	Address: 120 NE 136th Ave., Suite 200, 
	 	Vancouver, WA 98684


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 



    			 



     


    




 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Georges C. St. Laurent
	 	Georges C. St. Laurent, III
	 	Address: 375 Commerce Way, Suite 101, 
	 	Longwood, FL 32750


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 






    			 



     


    




 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Georges C. St. Laurent, Jr.
	 	Georges C. St. Laurent, Jr.
	 	Address: 120 NE 136th Ave., Suite 200, 
	 	Vancouver, WA 98684


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 






    			 



     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 	 
	 	FLORENCE H JONES REV TRUST U/A 07/22/03
	 	 	 
	 	By:	/s/ Florence H. Jones
	 	 	 
	 	Name: Florence H. Jones
	 	 	 
	 	Title: Trustee
	 	 	 
	 	By:	/s/ Robert P. Jones
	 	 	 
	 	Name: Robert P. Jones
	 	 	 
	 	Title: Trustee


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Tisha Jepson
	 	Tisha Jepson
	 	Address: 3732 Manor Road, #4,

Chevy Chase, MD 20815


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 



    			 



     


    

 





IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.





 


	 	INVESTOR:
	 	 
	 	PROVIDENT TRUST, LLC FBO: TISHA JEPSON ROTH IRA


 


	 	By:	/s/ Theresa Fette
	 	 
	 	Name:	Theresa Fette
	 	 
	 	Title:	CEO


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 



    			 



     


    

 





IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	THE JAMES P MISCOLL BYPASS TRUST
	 	 
	 	By:	/s/ Douglas Miscoll
	 	 
	 	Name: Douglas Miscoll
	 	 
	 	Title: Trustee


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 






    			 



     


    




 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	/s/ Bruce Block
	 	Bruce T. Block
	 	Address: 9300 North Regent Road
	 	Bayside, WI 53217


 





Signature
Page To Right Of First Refusal And Co-Sale Agreement




 




     


     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	GEORGES C. ST. LAURENT, III DESCENDANTS’ TRUST
	 	 	 
	 	By:	 /s/ William St. Laurent
	 	 	 
	 	Name: William St. Laurent
	 	 
	 	Title: Trustee


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 







     


     


    

 


IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	WILLIAM C. ST. LAURENT DESCENDANTS’ TRUST
	 	 
	 	By:	/s/ William St. Laurent
	 	 	 
	 	Name: William St. Laurent
	 	 
	 	Title: Trustee


 


Signature
Page To Right Of First Refusal And Co-Sale Agreement


 






    			 



     


    




 


SCHEDULE A


 


INVESTORS


 


	Name and Address	 	Number and Class of Shares Held
	Genomic Diagnostic Technologies, Inc. 

375 Commerce Way

Suite 101

Longwood, Florida 32750	 	1,562,500 Series A-1
	Eleanor St. Laurent

120 NE 136th Ave.

Suite 200

Vancouver, WA 98684	 	312,500 Series A-1
	Georges C. St. Laurent, Jr.

120 NE 136th Ave. 

Suite 200

Vancouver, WA 98684	 	781,250 Series A-1
	Georges C. St. Laurent, III

375 Commerce Way 

Suite 101 

Longwood, FL 32750	 	31,250 Series A-1*
	FLORENCE H JONES REV TRUST U/A 07/22/03

104 Pelczar Road 

Dracut, MA 01826	 	62,500 Series A-1
	Tisha Jepson

3732 Manor Road, #4

Chevy Chase, MD 20815	 	78,125 Series A-1
	PROVIDENT TRUST, LLC FBO: TISHA JEPSON ROTH IRA

880 Sunset Road

Suite #250

Las Vegas, Nevada 89148	 	156,250 Series A-1
	THE JAMES P MISCOLL BYPASS TRUST

146 W. Bellevue Avenue

San Mateo, CA 94402	 	78,125 Series A-1
	Bruce T. Block

9300 North Regent Road

Bayside, WI 53217	 	62,500 Series A-1
	Georges C. St. Laurent, III Descendants' Trust 

120 NE 136th Ave, Suite 200

Vancouver,  WA 98684	 	297,619 Series A-2
	William C. St. Laurent Descendants' Trust 

120 NE 136th Ave, Suite 200

Vancouver,  WA 98684	 	297,619 Series A-2


 


* Shares currently held by the estate of Georges C. St. Laurent
III, but such shares are to be transferred to Lucas Campbell and William Campbell upon completion of the estate’s probate
process.


 




     


     


    

 


SCHEDULE B

 


KEY HOLDERS


 


	Name and Address	 	Number of Shares Held
	 	 	 
	Daniel Jones	 	4,491,000
	866 East 5th Street	 	 
	Unit 2	 	 
	Boston, MA 02127	 	 
	 	 	 
	Wendy St. Laurent.	 	2,198,250
	841 Mayfield Ave.	 	 
	Winter Park, FL 32789	 	 
	 	 	 
	Tisha Jepson	 	90,000
	3732 Manor Road, #4	 	 
	Chevy Chase, MD 20815	 	 
	 	 	 
	Ethan Neal	 	90,000
	3732 Manor Road, #4	 	 
	Chevy Chase, MD 20815	 	 
	 	 	 
	Peter Brennan	 	45,000
	 	 	 
	Georges C. St. Laurent, III	 	2,198,250*
	375 Commerce Way	 	 
	Suite 101	 	 
	Longwood, FL 32750	 	 


 


* Shares currently held by the estate of Georges C. St. Laurent
III, but such shares are to be transferred to Lucas Campbell and William Campbell upon completion of the estate’s probate
process.