Exhibit 4.4


 


THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.


 


SEQLL INC.


 


WARRANT TO PURCHASE SHARES
OF COMMON STOCK


 


[______]


 


Void after [___], 202[__]


 


This Warrant to Purchase
Shares of Common Stock (this “Warrant”) is issued to [_____] (the “Holder”), by SeqLL
Inc., a Delaware corporation (the “Company”).


 


1.            Purchase
of Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender of this Warrant
at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing) and prior to
the expiration or termination of this Warrant pursuant to Section 14 hereof, to purchase from the Company up to [_____] (__) shares
of the Company’s Common Stock, par value $0.00001 per share (“Common Stock”), which such shares shall
be fully paid and non-assessable, assuming payment of the Exercise Price therefor by the Holder thereof, at a price per share of
$1.68 (the “Exercise Price”). The Shares and the Exercise Price shall be subject to adjustment pursuant to Section 7
hereof.


 


2.            Definitions.


 


(a)          Change
of Control. The term “Change of Control” shall mean any (i) liquidation, dissolution or winding up of the
Company, either voluntary or involuntary; (ii) merger, consolidation or other similar transaction or series of related transactions
in which the shareholders of the Company immediately prior to such transaction(s) do not cumulatively own at least fifty percent
(50%) of the outstanding voting securities of the successor entity immediately after such transaction(s) (by virtue of securities
issued in such transaction or series of related transactions); (iii) transaction or series of transactions in which fifty percent
(50%) or more of the Company’s voting power is transferred (other than in connection with financing transactions in which
the Company issues securities to investors for capital raising purposes); or (iv) transaction or series of transactions effecting
the sale, exclusive lease, exclusive license or other disposition of all or substantially all of the assets of the Company.


  






    	 	 	 



     


    

 


(b)          Closing
Sale Price. The term “Closing Sale Price” means the fair market value of the Shares as determined by the
Board of Directors of the Company using its good faith judgment to determine the fair market value. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)          Holder.
The term “Holder” shall mean the Person specified in the introductory paragraph of this Warrant or any Person
who shall at the time be the registered holder of this Warrant.


 


(d)          IPO.
The term “IPO” shall mean the closing of the issuance and sale of shares of Common Stock in the Company’s
first underwritten public offering pursuant to an effective registration statement under the Act (as hereinafter defined).


 


(e)          Person.
The term “Person” shall mean an individual, a partnership, a corporation (including a business trust), a joint
stock company, a limited liability company, an unincorporated association, a joint venture or any other entity or a governmental
authority.


 


(f)          Shares.
The term “Shares” shall mean the shares of Common Stock covered by this Warrant.


 


3.            Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1 above, the Holder may
exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(a)          the
surrender of this Warrant, together with a notice of exercise to the Chief Executive Officer of the Company at its principal offices,
in substantially the form attached hereto as Exhibit A; and


 


(b)          the
payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.


 


4.            Cashless
Exercise. If an effective registration statement is not available for the issuance of the Share, the Holder may elect to exercise
this Warrant on a cashless exercise and receive Shares equal to the value of this Warrant by surrender of this Warrant at the principal
office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Shares
computed using the following formula:


 


	 	(Y * (A - B))
	X =        	        A


 


Where


 


	 	X —	The number of Shares to be issued to the Holder.
	 	 	 
	 	Y —	The number of Shares purchasable under this Warrant.
	 	 	 
	 	A —	The Closing Sale Price of the Shares on the date of exercise.
	 	 	 
	 	B —	The Exercise Price (as adjusted to the date of such calculations).



 






    	 	2	 



     


    

 


5.            Certificates
for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery
of the subscription notice.


 


6.            Issuance
of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.


 


7.            Adjustment
of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a)          Subdivisions,
Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares,
by split-up or otherwise, or combine its Shares, or issue additional shares of its capital stock as a dividend, the number of Shares
issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend,
or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable
per Share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted)
shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date
is fixed, upon the making of such dividend.


 


(b)          Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of
the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 7(a) above), then
the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this
Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of
capital stock and other securities and/or property of the Company receivable in connection with such reclassification, reorganization
or change by the Holder of the same number of Shares as were purchasable by the Holder immediately prior to such reclassification,
reorganization or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the
Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of capital stock and other securities
and/or property of the Company deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price
per Share payable hereunder, provided the aggregate purchase price shall remain the same.


 


(c)          Notice
of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this
Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Shares or other
securities or property of the Company thereafter purchasable upon exercise of this Warrant.


 






    	 	3	 



     


    

 


8.            No
Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise
of this Warrant, but in lieu of such fractional Shares the Company shall make a cash payment therefor on the basis of the Exercise
Price then in effect.


 


9.            Representations
of the Company. The Company represents that (i) all corporate actions (including reserving all Shares issuable upon exercise
of this Warrant) on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this
Warrant have been taken and (ii) prior to the exercise of this Warrant, all corporate actions (including reserving all Shares
issuable upon exercise of this Warrant) will have been taken by the Company and its officers, directors and stockholders that are
necessary for the issuance of Shares to the Holder in conjunction with the exercise of this Warrant.


 


10.          Representations
and Warranties by the Holder. The Holder represents and warrants to the Company as follows:


 


(a)          This
Warrant and the Shares issuable upon the exercise thereof are being acquired for its own account, for investment and not with a
view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the
Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant
are being acquired for investment and not with a view toward distribution or resale.


 


(b)          The
Holder understands that this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof and/or Regulation
D promulgated thereunder, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic
risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such
registration.


 


(c)          The
Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests
in connection therewith.


 


(d)          The
Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.


 


(e)          The
Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.


 



    	 	4	 



     


    

 


11.          Restrictive
Legend.


 


The Shares (unless registered
under the Act) shall be stamped or imprinted with a legend in substantially the following form:



 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.


 


If the Holder is a party
to any other agreement with the Company requiring that specified legends be placed upon securities held by the Holder, the Shares
will also contain such legends.


 


12.          Lock-Up.
In connection with the IPO and upon request of the Company or the underwriters managing the IPO, the Holder agrees not to register,
offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any securities of the Company, any securities
convertible into or exercisable or exchangeable for securities of the Company, or any warrants to purchase securities of the Company
(including, but not limited to, this Warrant and the Shares) without the prior written consent of the Company or such underwriters,
as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required
by the underwriters) from the effective date of the IPO registration statement or the closing of the IPO as may be requested by
the Company or such underwriters and to execute an agreement reflecting the foregoing as requested by the underwriters in connection
with the Company’s IPO. Each certificate or other instrument for Shares issued upon the exercise of this Warrant shall bear
a legend substantially to the foregoing effect.


 


13.          Rights
of Stockholders. The Holder shall not be entitled, as the holder of this Warrant, to vote or receive dividends or be deemed
the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification
of stock, change of par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.


 


14.          Expiration
of Warrant; Notice of Certain Events Terminating This Warrant.


 


(a)          This
Warrant shall expire and shall no longer be exercisable upon the earlier to occur of:


 


(i)          5:00 p.m.,
Eastern Standard Time, on the third (3rd) anniversary of the issuance of this Warrant; or


 


(ii)         Any
Change of Control, provided the Company has complied with Section 14(b) in all material respects.


 






    	 	5	 



     


    

 


(b)          The
Company shall provide at least ten (10) calendar days’ prior written notice of any event set forth in Section 14(a)(ii).


 


(c)          Notwithstanding
the provisions of this Section 14 or any other provision of this Warrant, if the Holder has not exercised this Warrant prior to
the closing of a Change of Control, this Warrant shall automatically be deemed to be exercised in full on a cashless basis in the
manner set forth in Section 4, without any further action on behalf of the Holder immediately prior to such closing.


 


15.          Piggyback
Registration Rights.


 


(a)          If,
at any time after the IPO, the Company thereafter determines to register shares of the Company’s Common Stock under the Act
for the purpose of effecting an underwritten public offering thereof for cash, the Company shall give written notice thereof to
Holder; provided, however, that the Company shall not be required to give such notice to Holder if the proposed registration is
a registration of a stock option, incentive compensation, profit sharing, or other employee benefit plan


 


(b)          Upon
receiving any notice required under paragraph (a) of this Section 15, Holder, if Holder desires to sell Registrable Securities
(defined below) in such registration, shall provide written notice of such desire to participate in such registration to the Company
on the form provided by the Company (the “Piggy Back Registration Request”) within ten (10) days after the date
of the Holder’s notice. Such Piggy Back Registration Request shall be accompanied, on forms to be provided by the Company,
by (i) a Power of Attorney, duly executed by Holder; (ii) a Letter of Transmittal and Custody Agreement, duly executed by Holder;
(iii) the stock certificates representing the Registrable Securities requested to be registered, accompanied by stock powers duly
executed in blank by or on behalf of Holder; and (iv) any other documents reasonably necessary to facilitate Holder’s participation
in such registration (collectively, the “Registration Documents”). The Company will use its best efforts to
register all of the Registrable Securities requested to be registered on its Piggy Back Registration Request concurrently with
the registration of Common Stock by the Holder on its own behalf and on the same terms and conditions of offering and sale as contemplated
and agreed to by the Company (the “Piggy Back Registration”). If a requested registration pursuant to this Section
15 involves an underwritten offering, and the managing underwriter shall advise the Company in writing that, in its opinion, the
number of securities requested to be included in such registration (including Registrable Securities) exceeds the number which
can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell,
if any, (ii) second, the securities that those certain stockholders of the Company propose to sell pursuant to their registration
rights under that certain Amended and Restated Investors’ Rights Agreement by and among the Company and the parties thereto,
dated February 19, 2016, as amended from time to time, and (iii) third, the Registrable Securities of the Holder to be included
in such registration. Holder must sell the Registrable Securities subject thereto on the same terms and conditions of the offering
and sale (including, without limitation, purchase price and the underwriting discount per share) as agreed to by the Company in
connection with its sale of the Common Stock thereunder. For the purposes hereof, the term "Registrable Securities"
means the Common Stock received by Holder pursuant to an exercise under Section 3 of one or more Warrants.


 






    	 	6	 



     


    

 


(c)          Holder
shall pay (i) the expenses of any attorneys, accountants or other advisors or professionals which Holder engages in connection
with its sale of the Registrable Securities pursuant to the Piggy Back Registration and (ii) all underwriting or brokerage commissions
and discounts, if any, associated with the Registrable Securities being sold by it pursuant to the Piggy Back Registration. The
Company shall pay all costs and expenses incurred by it associated with any Piggy Back Registration (including, without limitation,
all legal and accounting fees and expenses, printing costs and filing fees incurred by the Company).


 


16.          Notices.
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall
in any event be deemed to be given upon receipt or, if earlier, (i) five (5) days after deposit with the U.S. Postal Service
or other applicable postal service, if delivered by first class mail, postage prepaid, (ii) upon delivery, if delivered by
hand, (iii) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight
prepaid or (iv) one (1) business day after the business day of facsimile transmission, if delivered by facsimile transmission
with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Company, at 317 New Boston Street, Suite
210, Woburn, MA 01801, attention: Chief Executive Officer or at such other address or addresses as may have been furnished in writing
by the Company to the Holder; or (ii) if to the Holder, at such address as is set forth on the signature page hereto, or at such
other address or addresses as may have been furnished to the Company in writing by the Holder. If notice is given to the Company,
a copy shall also be sent to Foley & Lardner, LLP, 975 Page Mill Road, Palo Alto, CA 9430, Attn: E. Thom Rumberger Jr., Esq.


 


17.          Governing
Law; Venue. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware
or of any other state. The Company and the Holder (i) hereby irrevocably and unconditionally submit to the jurisdiction of any
federal or state court located within Middlesex County, Massachusetts for the purpose of any suit, action or other proceeding arising
out of or based upon this Warrant, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon
this Warrant except in the federal or state courts located within Middlesex County, Massachusetts, and (iii) 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 Warrant or the subject matter hereof may not be enforced in or by such court.


 


Waiver of Jury Trial: THE
COMPANY AND HOLDER HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS WARRANT
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 COMPANY AND HOLDER AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH OF THE COMPANY
AND THE HOLDER 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.


 






    	 	7	 



     


    

 


18.          Rights
and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company and
Holder shall survive the exercise of this Warrant.


 


19.          Expenses.
If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party
may be entitled.


 


20.          Entire
Agreement; Amendments and Waivers. This Warrant and any other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the Company and the Holder with regard to the subjects hereof and thereof. Nonetheless, any
term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of the Company and the Holder; or if this Warrant
has been assigned in part, by the holders or rights to purchase a majority of the shares originally issuable pursuant to this Warrant.


 


[signature page follows]


 




    	 	8	 



     


    


 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed as of the date set forth above by its duly authorized officers.


 





	 	SEQLL INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature
page to Warrant to Purchase Shares of Common Stock]


 




    	 	 	 



     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


		TO:	SeqLL Inc.



317 New Boston Street, Suite 210


Woburn, MA 01801


		Attn:	Chief Executive Officer



 


1.            The
undersigned hereby elects to purchase __________ Shares of Common Stock of the Company pursuant to the terms of the attached Warrant.


 


2.            Method
of Exercise (Please initial the applicable blank):


 


		___	The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders
herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if
any.



 


		___	If applicable, the undersigned elects to exercise the attached Warrant by means of the net exercise
provisions of Section 4 of the Warrant.



 


3.            Please
issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified
below:


 


	 	 	 
	 	(Name)	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


4.            The
undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no
present intention of distributing or reselling such Shares and all representations and warranties of the undersigned set forth
in Section 10 of the attached Warrant (including Section 10(e) thereof) are true and correct as of the date hereof.


 


	 	 	 	 
	 	 	(Signature)	 
	 	 	 	 
	 	 	 	 
	 	 	(Name)	 
	 	 	 	 
	 	 	 	 
	(Date)	 	(Title)