Exhibit 10.10 


 


SEQLL INC.


 


SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE
AGREEMENT


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	1.	Purchase and Sale of Preferred Stock	 	1
	 	1.1	Sale and Issuance of Series A-1 Convertible Preferred Stock	 	1
	 	1.2	Closing; Delivery	 	1
	 	1.3	Sale of Additional Shares of Preferred Stock	 	2
	 	1.4	[Intentionally Omitted.]	 	2
	 	1.5	Defined Terms Used in this Agreement	 	2
	 	 	 	 	 
	2.	Representations and Warranties of the Company	 	3
	 	2.1	Organization, Good Standing, Corporate Power and Qualification	 	3
	 	2.2	Capitalization	 	4
	 	2.3	Subsidiaries	 	5
	 	2.4	Authorization	 	5
	 	2.5	Valid Issuance of Shares	 	5
	 	2.6	Governmental Consents and Filings	 	6
	 	2.7	Litigation	 	6
	 	2.8	Intellectual Property	 	6
	 	2.9	Compliance with Other Instruments	 	7
	 	2.10	Agreements; Actions	 	7
	 	2.11	Certain Transactions	 	8
	 	2.12	Rights of Registration and Voting Rights	 	8
	 	2.13	Financial Statements	 	9
	 	2.14	Changes	 	9
	 	2.15	Employee Matters	 	9
	 	2.16	Tax Returns and Payments	 	10
	 	2.17	[Intentionally Omitted]	 	10
	 	2.18	Employee Agreements	 	10
	 	2.19	Permits	 	10
	 	2.20	Corporate Documents	 	10
	 	 	 	 	 
	3.	Representations and Warranties of the Purchasers	 	10
	 	3.1	Authorization	 	10
	 	3.2	Purchase Entirely for Own Account	 	11
	 	3.3	Disclosure of Information	 	11
	 	3.4	Restricted Securities	 	11
	 	3.5	No Public Market	 	11
	 	3.6	Legends	 	12
	 	3.7	Accredited Investor	 	12
	 	3.8	Foreign Investors	 	12
	 	3.9	No General Solicitation	 	12
	 	3.10	Exculpation Among Purchasers	 	12
	 	3.11	Residence	 	12
	 	3.12	Consent to Promissory Note Conversion and Termination	 	13


 






    i 


     


    

 


TABLE OF CONTENTS


(continued)


 


	 	 	 	 	Page
	 	 	 	 	 
	4.	Conditions to the Purchasers’ Obligations at Closing	 	13
	 	4.1	Representations and Warranties	 	13
	 	4.2	Performance	 	13
	 	4.3	Compliance Certificate	 	13
	 	4.4	Qualifications	 	13
	 	4.5	Board of Directors	 	13
	 	4.6	Indemnification Agreement	 	13
	 	4.7	Investors’ Rights Agreement	 	13
	 	4.8	Right of First Refusal and Co-Sale Agreement	 	13
	 	4.9	Voting Agreement	 	14
	 	4.10	Restated Certificate	 	14
	 	4.11	Secretary’s Certificate	 	14
	 	4.12	Proceedings and Documents	 	14
	 	 	 	 	 
	5.	Conditions of the Company’s Obligations at Closing	 	14
	 	5.1	Representations and Warranties	 	14
	 	5.2	Performance	 	14
	 	5.3	Qualifications	 	14
	 	5.4	Investors’ Rights Agreement	 	14
	 	5.5	Right of First Refusal and Co-Sale Agreement	 	14
	 	5.6	Voting Agreement	 	15
	 	 	 	 	 
	6.	Miscellaneous	 	15
	 	6.1	Survival of Warranties	 	15
	 	6.2	Successors and Assigns	 	15
	 	6.3	Governing Law	 	15
	 	6.4	Counterparts	 	15
	 	6.5	Titles and Subtitles	 	15
	 	6.6	Notices	 	15
	 	6.7	No Finder’s Fees	 	16
	 	6.8	Attorneys’ Fees	 	16
	 	6.9	Amendments and Waivers	 	16
	 	6.10	Severability	 	16
	 	6.11	Delays or Omissions	 	16
	 	6.12	Entire Agreement	 	16
	 	6.13	Dispute Resolution	 	17


 


	Exhibit A -	SCHEDULE OF PURCHASERS	 	 
	 	 	 	 
	Exhibit B -	FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	 	 
	 	 	 	 
	Exhibit C -	DISCLOSURE SCHEDULE	 	 


 






    ii 


     


    

 


TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	Exhibit D -	FORM OF INDEMNIFICATION AGREEMENT	 	 
	 	 	 	 
	Exhibit E -	FORM OF INVESTORS’ RIGHTS AGREEMENT	 	 
	 	 	 	 
	Exhibit F -	FORM OF RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT	 	 
	 	 	 	 
	Exhibit G -	FORM OF VOTING AGREEMENT	 	 




 






    iii 


     


    

 


SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE
AGREEMENT


 


THIS SERIES A-1 CONVERTIBLE
PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 30th day of May, 2014 by and among
SeqLL Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this
Agreement (each a “Purchaser” and together the “Purchasers”).


 


The parties hereby
agree as follows:


 


1.            Purchase
and Sale of Preferred Stock.


 


1.1         Sale
and Issuance of Series A-1 Convertible Preferred Stock.


 


(a)       The
Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined
below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated
Certificate”).


 


(b)       Subject
to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell
and issue to each Purchaser at the Closing that number of shares of Series A-1 Convertible Preferred Stock, $0.00001 par value
per share (the “Series A-1 Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit
A, at a purchase price of $0.32 per share. The shares of Series A-1 Preferred Stock issued to the Purchasers pursuant to this
Agreement (including any shares issued at the Initial Closing and any Milestone Shares or Additional Shares, as defined below)
shall be referred to in this Agreement as the “Shares.”


 


1.2         Closing;
Delivery.


 


(a)       The
initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m.,
on April, 2014, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which
time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term
“Closing” shall apply to each such closing unless otherwise specified.


 


(b)       At
each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such
Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to
a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser,
including interest, or by any combination of such methods.


 






     


     


    

 


1.3         Sale
of Additional Shares of Preferred Stock. After the Initial Closing, the Company may sell, on the same terms and conditions
as those contained in this Agreement, additional shares equal to the difference between (a) the 3,125,000 shares of Series A-1
Preferred Stock authorized under the Restated Certificate, less (b) the number of shares sold at the Initial Closing (subject
to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such
shares) of Series A-1 Preferred Stock (the “Additional Shares”), to one or more purchasers (the “Additional
Purchasers”), provided that (i) such subsequent sale is consummated prior to thirty (30) days after the Initial Closing,
and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below), by executing and delivering
a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect
the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.


 


1.4         [Intentionally
Omitted.]


 


1.5         Defined
Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed
to have the meanings set forth or referenced below.


 


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


 


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


 


(c)       “Company
Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, service
mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes,
similar or other intellectual property rights, as are necessary to the Company in the conduct of the Company’s business
as now conducted and as presently proposed to be conducted.


 


(d)       “GDT”
means Genomic Diagnostic Technologies, Inc., a Florida corporation.


 


(e)       “Indemnification
Agreement” means the agreement between the Company and the director designated by any Purchaser entitled to designate
a member of the Board of Directors pursuant to the Voting Agreement, dated as of the date of the Initial Closing, in the form
of Exhibit D attached to this Agreement.


 


(f)       “Investors’
Rights Agreement” means the agreement among the Company and the Purchasers and certain other stockholders of the Company
dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.


 


(g)       “Key
Employee” means Daniel Jones.


 


(h)       “Knowledge”
including the phrase “to the Company’s knowledge” shall mean the actual knowledge of the following officers:
Daniel Jones.


 






    	 	2	 



     


    

 


(i)       “Material
Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities,
financial condition, property, or results of operations of the Company.


 


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


 


(j)       “Purchaser”
means each of the Purchasers who is initially a party to this Agreement and any Additional Purchaser who becomes a party to this
Agreement at a subsequent Closing under Subsection 1.3.


 


(k)       “Right
of First Refusal and Co-Sale Agreement” means the agreement among the Company, the Purchasers and certain other stockholders
of the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement


 


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


 


(m)       “Shares”
means the shares of Series A-1 Preferred Stock issued at the Initial Closing or Additional Shares issued at a subsequent Closing
under Subsection 1.3.


 


(n)       “Transaction
Agreements” means this Agreement, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement
and the Voting Agreement.


 


(o)       “Voting
Agreement” means the agreement among the Company, the Purchasers and certain other stockholders of the Company, dated
as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.


 


2.            Representations
and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on the
Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations
and warranties made hereunder, the following representations are true and complete as of the date of the Initial Closing, except
as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections
and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule
shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading
of the disclosure that such disclosure is applicable to such other sections and subsections.


 


For purposes
of these representations and warranties (other than those in Subsections 2.2, 2.3, 2.4, 2.5
and 2.6), the term the “Company” shall include any subsidiaries of the Company, unless otherwise
noted herein.


 


2.1         Organization,
Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as
presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing
in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.


 






    	 	3	 



     


    

 


2.2         Capitalization.


 


(a)        The
authorized capital of the Company consists, immediately prior to the Initial Closing, of:


 


(i)       13,125,000
shares of common stock, $0.00001 par value per share (the “Common Stock”), 9,000,000 shares of which are issued
and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(ii)       3,125,000
shares of Preferred Stock, of which 3,125,000 shares have been designated Series A-1 Preferred Stock, none of which are issued
and outstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred Stock are as
stated in the Restated Certificate and as provided by the Delaware General Corporation Law.


 


(b)        The
Company has reserved 1,000,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company
pursuant to its 2014 Equity Incentive Plan duly adopted by the Board of Directors and approved by the Company stockholders (the
“Stock Plan”). Of such reserved shares of Common Stock, zero (0) shares have been issued pursuant to restricted
stock purchase agreements, options to purchase zero (0) shares have been granted and are currently outstanding, and 1,000,000
shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan.
The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.


 


(c)       Except
for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in Section 4
of the Investors’ Rights Agreement, (C) the conversion rights of the Notes, and (D) the securities and rights described in
Subsection 2.2(b) of this Agreement and Subsection 2.2(c) of the Disclosure Schedule, there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally
or in writing, to purchase or acquire from the Company any shares of Common Stock or Series A-1 Preferred Stock, or any securities
convertible into or exchangeable for shares of Common Stock or Series A-1 Preferred Stock. All outstanding shares of the Company’s
Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to a lock-up or market
standoff agreement of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant
to a registration statement filed with the Securities and Exchange Commission under the Securities Act.


 






    	 	4	 



     


    

 


(d)       None
of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or
lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon
the occurrence of any event or combination of events, including without limitation in the case where the Stock Plan is not assumed
in an acquisition. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether
through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate,
the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.


 


2.3         Subsidiaries.
Except for SeqLL, LLC, a limited liability company organized under the laws of Massachusetts (the “Subsidiary”),
the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust,
joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint
venture, partnership or similar arrangement. The Subsidiary is duly organized and validly existing and in good standing under
the laws of the Massachusetts and has all requisite corporate power and authority to carry on its business as presently conducted
and as proposed to be conducted. The Company owns all of the issued and outstanding membership interests of the Subsidiary.


 


2.4         Authorization.
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the
Company to enter into the Transaction Agreements, and to issue the Shares at the Initial Closing and the Common Stock issuable
upon conversion of the Shares, has been taken or will be taken prior to the Initial Closing. All action on the part of the officers
of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the
Company under the Transaction Agreements to be performed as of the Initial Closing, and the issuance and delivery of the Shares
has been taken or will be taken prior to the Initial Closing. The Transaction Agreements, when executed and delivered by the Company,
shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their
respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent
the indemnification provisions contained in the Investors’ Rights Agreement and the Indemnification Agreement may be limited
by applicable federal or state securities laws.


 


2.5         Valid
Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set
forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions
on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by
or imposed by a Purchaser. Assuming the accuracy of the representations and warranties of the Purchasers in Section 3 of
this Agreement and subject to the filings described in Subsection 2.6(ii) below, the Shares will be issued in compliance
with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved
for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable
federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations
and warranties of the Purchasers in Section 3 of this Agreement, and subject to Subsection 2.6 below, the Common
Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.


 






    	 	5	 



     


    

 


2.6         Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchasers in Section 3
of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been
filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities
laws, which have been made or will be made in a timely manner.


 


2.7         Litigation.
There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s
knowledge, currently threatened in writing against the Company or any officer, director or Key Employee of the Company, to the
Company’s knowledge, arising out of their employment or board relationship with the Company that questions the validity of
the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the
Transaction Agreements. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees
is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no
action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.


 


2.8         Intellectual
Property. To its knowledge (but without having conducted any special investigation or patent or trademark search), the Company
owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual
Property without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product
or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes
or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software
products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims,
encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound
by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade
names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has
not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the
patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes
of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers
and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their
use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions
of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company.
Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the
Company’s business as now conducted and as presently proposed to be conducted. Subsection 2.8 of the Disclosure Schedule
lists all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames,
copyrights, and licenses to and under any of the foregoing. The Company has not embedded any open source, copyleft or community
source code in any of its products generally available or in development, including but not limited to any libraries or code licensed
under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this Subsection
2.8, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right
or would be found to be on notice of such patent right as determined by reference to United States patent laws.


 






    	 	6	 



     


    

 


2.9         Compliance
with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws,
(ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease,
agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure
Schedule, or (v) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company,
the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements
and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision,
instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge
or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or
license applicable to the Company.


 


2.10       Agreements;
Actions.


 


(a)       Except
for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which
the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company
in excess of $50,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from
the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person
that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv)
indemnification by the Company with respect to infringements of proprietary rights.


 


(b)       The
Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or
series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in
excess of $50,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary
advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale
of its inventory in the ordinary course of business. For the purposes of (b) and (c) of this Subsection 2.10, all indebtedness,
liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including
Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual
minimum dollar amounts of such subsection.


 






    	 	7	 



     


    

 


(c)       The
Company is not a guarantor or indemnitor of any indebtedness of any other Person.


 


2.11       Certain
Transactions.


 


(a)       Other
than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification
agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance
of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board
of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions
between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.


 


(b)       The
Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective
spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of
expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee
benefits made generally available to all employees. None of the Company’s directors, officers or employees, or any
members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company
or, to the Company’s knowledge, have any (i) material commercial, industrial, banking, consulting, legal, accounting,
charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture
partners, licensees and competitors, (ii) direct or indirect ownership interest in any firm or corporation with which the
Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with
the Company except that directors, officers, employees or stockholders of the Company may own stock in (but not exceeding two
percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company; or (iii)
financial interest in any material contract with the Company.


 


2.12       Rights
of Registration and Voting Rights. Except as provided in the Investors’ Rights Agreement, the Company is not under any
obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise
or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement,
no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.


 






    	 	8	 



     


    

 


2.13       Financial
Statements. The Company has delivered to each Purchaser its unaudited financial statements as of December 31, 2013 (collectively,
the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated, except that
the Financial Statements may not contain all footnotes required by GAAP. The Financial Statements fairly present in all material
respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein,
subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial
Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred
in the ordinary course of business subsequent to December 31, 2013; (ii) obligations under contracts and commitments incurred
in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected
in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect.
The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance
with GAAP.


 


2.14       Changes.
To the Company’s knowledge, since December 31, 2013, there have been no events or circumstances of any kind that have
had or could reasonably be expected to result in a Material Adverse Effect, except for events effecting the economy and the
Company's industry generally.


 


2.15       Employee
Matters.


 


(a)       To
the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments
of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the
Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s
business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed
to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions
of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.


 


(b)       The
Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries,
commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be
reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all
applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related
to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental
entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of
the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.


 


(c)       To
the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become
unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of
the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in
Subsection 2.15 of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees,
no severance or other payments will become due. Except as set forth in Subsection 2.15 of the Disclosure Schedule, the Company
has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination
of employment services.


 






    	 	9	 



     


    

 


2.16       Tax
Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have
not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are
due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable
federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and
foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations
with respect to taxes for any year.


 


2.17       [Intentionally
Omitted].


 


2.18       Employee
Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company
regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers
(the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions
from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. Each current
and former Key Employee has executed a non-solicitation agreement substantially in the form or forms delivered to GDT. The Company
is not aware that any of its Key Employees is in violation of any agreement covered by this Subsection 2.18.


 


2.19       Permits.
The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack
of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect
under any of such franchises, permits, licenses or other similar authority.


 


2.20       Corporate
Documents. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchasers. The copy of the minute
books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders and all actions
by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects
in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions
referred to in such minutes.


 


3.           Representations
and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly,
that:


 


3.1         Authorization.
The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser
is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser,
enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (b)
to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal
or state securities laws.


 






    	 	10	 



     


    

 


3.2         Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired
by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting
any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the
Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for
the specific purpose of acquiring the Shares.


 


3.3         Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review
the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company
in Section 2 of this Agreement or the right of the Purchasers to rely thereon.


 


3.4         Restricted
Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act,
by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The
Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities
and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock
into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to
the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able
to satisfy.


 


3.5         No
Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no
assurances that a public market will ever exist for the Shares.


 






    	 	11	 



     


    

 


3.6         Legends.
The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with
one or all of the following legends:


 


(a)       “THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(b)       Any
legend set forth in, or required by, the other Transaction Agreements.


 


(c)       Any
legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate,
instrument, or book entry so legended.


 


3.7         Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


3.8         Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the
purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial
ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


3.9         No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published
any advertisement in connection with the offer and sale of the Shares.


 


3.10       Exculpation
Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers
and directors, in making its investment or decision to invest in the Company.


 


3.11       Residence.
If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser
set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then
the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the
Purchaser set forth on Exhibit A.


 






    	 	12	 



     


    

 


3.12       Consent
to Promissory Note Conversion and Termination. Each Purchaser, to the extent that such Purchaser, as set forth on the Schedule
of Purchasers, is a holder of any Note of the Company being converted and/or cancelled in consideration of the issuance hereunder
of Shares to such Purchaser, hereby agrees that the entire amount owed to such Purchaser under such Note is being tendered to the
Company in exchange for the applicable Shares set forth on the Schedule of Purchasers, and effective upon the Company’s and
such Purchaser’s execution and delivery of this Agreement, without any further action required by the Company or such Purchaser,
such Note and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including,
but not limited to, any security interest effected therein.


 


4.           Conditions
to the Purchasers’ Obligations at Closing. The obligations of each Purchaser to purchase Shares at the Initial Closing
or any subsequent Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless
otherwise waived:


 


4.1         Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in
all respects as of such Initial Closing.


 


4.2         Performance.
The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by the Company on or before such Closing.


 


4.3         Compliance
Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at the Initial Closing a certificate
certifying that the conditions specified in Subsections 4.1 and 4.2 have been fulfilled.


 


4.4         Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained
and effective as of such Closing.


 


4.5         Board
of Directors. As of the Initial Closing, the authorized size of the Board shall be three, and the Board shall be comprised
of Daniel Jones, William St. Laurent and Georges C. St. Laurent III.


 


4.6         Indemnification
Agreement. The Company shall have executed and delivered the Indemnification Agreements.


 


4.7         Investors’
Rights Agreement. The Company and each Purchaser (other than the Purchaser relying upon this condition to excuse such
Purchaser’s performance hereunder) and the other stockholders of the Company named as parties thereto shall have
executed and delivered the Investors’ Rights Agreement.


 


4.8         Right
of First Refusal and Co-Sale Agreement. The Company, each Purchaser (other than the Purchaser relying upon this condition to
excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall
have executed and delivered the Right of First Refusal and Co-Sale Agreement.


 






    	 	13	 



     


    

 


4.9         Voting
Agreement. The Company, each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s
performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the
Voting Agreement.


 


4.10       Restated
Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the
Closing, which shall continue to be in full force and effect as of the Closing.


 


4.11       Secretary’s
Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying
(i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and
the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving
the Restated Certificate.


 


4.12       Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all
documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its
counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.
Such documents may include good standing certificates.


 


5.           Conditions
of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchasers at a Closing
are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:


 


5.1         Representations
and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct
in all respects as of such Closing.


 


5.2         Performance.
The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by them on or before such Closing.


 


5.3         Qualifications.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any
state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained
and effective as of the Closing.


 


5.4         Investors’
Rights Agreement. Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.


 


5.5         Right
of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall
have executed and delivered the Right of First Refusal and Co-Sale Agreement.


 






    	 	14	 



     


    

 


5.6         Voting
Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered
the Voting Agreement.


 


6.           Miscellaneous.


 


6.1         Survival
of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers
contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and
shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers
or the Company.


 


6.2         Successors
and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and 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 assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


 


6.3         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.


 


6.4         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.


 


6.5         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.


 


6.6         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 the signature page or Exhibit A, or to such e-mail address, facsimile number or address
as subsequently modified by written notice given in accordance with this Subsection 6.6. 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.


 






    	 	15	 



     


    

 


6.7         No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.


 


6.8         Attorneys’
Fees. If any action at law or in equity (including, arbitration) is necessary to enforce or interpret the terms of any of the
Transaction Agreements, 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.


 


6.9         Amendments
and Waivers. Except as set forth in Subsection 1.3 of this Agreement, any term of this Agreement may be amended, terminated
or waived only with the written consent of the Company, and (i) the holders of a majority of the then-outstanding Shares, or (ii)
for an amendment, termination or waiver effected prior to the Initial Closing, Purchasers obligated to purchase a majority of the
Shares to be issued at the Initial Closing. Any amendment or waiver effected in accordance with this Subsection 6.9 shall
be binding upon the Purchasers and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future
holder of all such securities, and the Company.


 


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       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.


 


6.12        Entire
Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements constitute
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.


 






    	 	16	 



     


    

 


6.13        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


 



    	 	17	 



     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	COMPANY:
	 	 
	 	SEQLL INC.
	 	 
	 	By:	/s/  Daniel Jones
	 	 
	 	Name: Daniel Jones
	 	 
	 	Title: President


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 
	 	GENOMIC DIAGNOSTIC TECHNOLOGIES, INC.
	 	 
	 	By:	/s/ WM ST. LAURENT
	 	 	 
	 	Name: 	WM ST. LAURENT
	 	 	(print)
	 	 
	 	 
	 	Title:	PRESIDENT
	 	 
	 	Address:  	375 COMMERCE WAY, SUITE 101

LONGWOOD, FL 32750


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 
	 	/s/ Eleanor St. Laurent
	 	Eleanor St. Laurent
	 	Address: 120 NE 136th Ave., Suite
    200, 

    Vancouver, WA 98684


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 
	 	/s/ Georges C. St. Laurent, III
	 	Georges C. St. Laurent, III
	 	Address: 375 Commerce Way, Suite 101, 

Longwood, FL 32750


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASE:
	 	 
	 	/s/ Georges C. St. Laurent, Jr.
	 	Georges C. St. Laurent, Jr.
	 	Address: 120 NE 136th Ave., Suite
    200, 

    Vancouver, WA 98684


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 
	 	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 Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


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

Chevy Chase, MD 20815


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 
	 	PROVIDENT TRUST, LLC FBO: TISHA
JEPSON ROTH IRA
	 	 
	 	By:	/s/ Theresa Fette
	 	 	 
	 	Name: 	
	 	 	 
	 	Title: 	


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


PROVIDENT TRUST GROUP, LLC


 


CERTIFICATE OF RESOLUTION


 


I hereby certify
that a regular meeting of the Managing Members of PROVIDENT TRUST GROUP, LLC, a Nevada Limited Liability Company organized and
existing under and by virtue of the laws of the State of Nevada, held on the 1st day of October, 2013, at which meeting
a quorum was present and acting throughout, the following resolution was adopted and is in full force and effect.


 


“RESOLVED,
that the one signature of either Theresa Fette, Jason Helquist, Neil Schoenblum, Lori Love, Kimberly McGhee, Venita Salcido, Anna
Kim, Spencer McMillan, Ken Cook or Ann Montano allows that any of the aforementioned individuals are authorized and empowered to
buy, sell, and mortgage real property or transfer, endorse, sell, assign, set over and deliver any and all shares of stocks, bonds,
debentures, proxies or other securities now or hereafter standing in the name of or owned in trust or custodial capacity by this
Limited Liability Company or its nominee name and to make, execute and deliver any and all written instruments necessary or proper
to effectuate the authority hereby conferred.”


 


“RESOLVED,
that Steven D. Collins and Spencer McMillan are authorized to Medallion Stamp all authorized signatures for Provident Trust Group
LLC.”


 


I further certify
that the authority conferred above is not inconsistent with the Charter or the Operating Agreement of the Limited Liability Company,
and that the following is a true and correct list of the Managers/Members of Provident Trust Group LLC, based on its current membership
roster, as of this date:


 


	 	Theresa Fette	Manager/Member
	 	Jason Helquist	Manager/Member


 


We hereby certify that the above resolution is in full
force and effect this 1st day of October, 2013, and the signatures below are true and accurate signature of the person
authorized to sign securities on behalf of PROVIDENT TRUST GROUP, LLC.


 


	ATTEST	 	 
	 	 	 
	/s/ Venita,
    Salcido	 	/s/ Theresa
    Fette
	Venita, Salcido, EmpIoyee	 	Theresa Fette, Secretary
	 	 	 
	/s/ Lori
    Love	 	/s/ Theresa
    Fette
	Lori Love, Employee	 	Theresa Fette, Member
	 	 	 
	/s/ Kimberly
    McGhee	 	/s/ Jason
    Helquist
	Kimberly McGhee, Employee	 	Jason Helquist, Member
	 	 	 
	/s/ Spencer
    McMillan	 	/s/ Steven
    D. Collins
	Spencer McMillan, Employee	 	Steven D. Collins, Employee
	 	 	 
	/s/ Anna
    Kim	 	/s/ Neil
    Schoenblum
	Anna Kim, Employee	 	Neil Schoenblum, Employee
	 	 	 
	/s/ Ken
    Cook	 	/s/ Ann
    Montano
	Ken Cook, Employee	 	Ann Montano, Employee


 





 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


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


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Series A-1 Convertible Preferred Stock Purchase Agreement as of the date first written above.


 


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


 


Signature
Page to Stock Purchase Agreement


 




     


     


    

 


EXHIBITS


 


	Exhibit A -	SCHEDULE OF PURCHASERS
	 	 
	Exhibit B -	FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
	 	 
	Exhibit C -	DISCLOSURE SCHEDULE
	 	 
	Exhibit D -	FORM OF INDEMNIFICATION AGREEMENT
	 	 
	Exhibit E -	FORM OF INVESTORS’ RIGHTS AGREEMENT
	 	 
	Exhibit F -	FORM OF RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
	 	 
	Exhibit G -	FORM OF VOTING AGREEMENT


 




     


     


    

 


EXHIBIT A


 


SCHEDULE OF PURCHASERS


 


	Name and Address	 	Payment in Cash	 	 	Shares of Series
    A-1 Preferred

    Stock	 
	Genomic Diagnostic Technologies, Inc. 

375 Commerce Way 

Suite 101 

Longwood, Florida 32750	 	$	500,000	 	 	 	1,562,500	 
	Eleanor St. Laurent 

120 NE 136th Ave. 

Suite 200 

Vancouver, WA 98684	 	$	100,000	 	 	 	312,500	 
	Georges C. St. Laurent, Jr. 

120 NE 136th Ave. 

Suite 200 

Vancouver, WA 98684	 	$	250,000	 	 	 	781,250	 
	Georges C. St. Laurent, III 

375 Commerce Way 

Suite 101 

Longwood, FL 32750	 	$	10,000	 	 	 	31,250	 
	FLORENCE H JONES REV TRUST U/A 07/22/03 

104 Pelczar Road 

Dracut, MA 01826	 	$	20,000	 	 	 	62,500	 
	Tisha Jepson 

3732 Manor Road, #4 

Chevy Chase, MD 20815	 	$	25,000	 	 	 	78,125	 
	PROVIDENT TRUST, LLC 

FBO: TISHA JEPSON ROTH 

IRA 

880 Sunset Road 

Suite #250 

Las Vegas, Nevada 89148	 	$	50,000	 	 	 	156,250	 
	THE JAMES P MISCOLL BYPASS TRUST 

146 W. Bellevue Avenue 

San Mateo, CA 94402	 	$	25,000	 	 	 	78,125	 
	Bruce T. Block 

9300 North Regent Road 

Bayside, WI 53217	 	$	20,000	 	 	 	62,500	 



 




     


     


    

 


EXHIBIT B


 


FORM OF AMENDED AND RESTATED


CERTIFICATE OF INCORPORATION


 




     


     


    

 


EXHIBIT C


 


DISCLOSURE SCHEDULE


 


This Schedule of Exceptions is made and given pursuant to Section
2 of the Series A-1 Convertible Preferred Stock Purchase Agreement, dated as of May 30th, 2014 (the “Agreement”),
between SeqLL Inc. (the “Company”) and the Purchasers listed on Schedule A thereto. All capitalized terms used
but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below
correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information
disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under
the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such
disclosure. Nothing in this Schedule of Exceptions is intended to broaden the scope of any representation or warranty contained
in the Agreement or to create any covenant. Inclusion of any item in this Schedule of Exceptions (1) does not represent a determination
that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not
arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement
require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning
such item. This Schedule of Exceptions includes brief descriptions or summaries of certain agreements and instruments, copies of
which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety
by reference to the text of the documents described, true and complete copies of which have been provided to the Investors or their
respective counsel.


 




     


     


    

 


EXHIBIT D


 


FORM OF INDEMNIFICATION AGREEMENT


 




     


     


    

 


EXHIBIT E


 


FORM OF INVESTORS’ RIGHTS AGREEMENT


 




     


     


    

 


EXHIBIT F


 


FORM OF RIGHT OF FIRST REFUSAL AND


 


CO-SALE AGREEMENT


 




     


     


    

 


EXHIBIT G


 


FORM OF VOTING AGREEMENT