Exhibit 10.1


 


Execution Version


 





AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT


 


THIS AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT (this “Agreement”), is made as of the 21st day of December, 2020, by and among
Immuneering Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule
A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional
Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9
hereof.


 


RECITALS


 


WHEREAS, certain of
the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock, par value $0.001
per share (“Series A Preferred Stock”) and/or shares of Common Stock issued upon conversion thereof and possess registration
rights, information rights, rights of first offer and other rights pursuant to that certain Investors’ Rights Agreement dated as
of September 20, 2020, by and among the Company and such Existing Investors (the “Prior Agreement”);


 


WHEREAS, the Existing Investors
are holders of a majority of the Registrable Securities of the Company (as defined in the Prior Agreement), and desire to amend and restate
the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them
under the Prior Agreement; and


 


WHEREAS, the Company
and certain of the Investors are parties to that certain Series B Preferred Stock Purchase Agreement of even date herewith by and among
the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’
obligations are conditioned upon the execution and delivery of this Agreement by such Investors, Existing Investors holding a majority
of the Registrable Securities (as defined in the Prior Agreement) and the Company.


 


1.             
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investors, including the Existing Investors, each hereby agree that the Prior Agreement
shall be amended and restated in its entirety as set forth herein, and the parties to this Agreement, intending to be legally bound,
hereby further agree as follows:Definitions. For purposes of this Agreement:


 


1.1              
“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,
director or trustee of such Person, or any venture capital fund, other investment fund or registered investment company now or hereafter
existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management
company or investment adviser with, such Person.


 


1.2               
“BlackRock” means BlackRock Health Sciences Trust II.


 






     


     


    

 


1.3               
 “Board of Directors” means the board of directors of the Company.


 


1.4               
“Boxcar” means Boxcar PMJ, LLC.


 


1.5               
 “Certificate of Incorporation” means the Company’s Third Amended and Restated Certificate of Incorporation,
as amended and/or restated from time to time.


 


1.6               
 “Common Stock” means shares of the Company’s common stock, par value $0.001 per share.


 


1.7               
“Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability
company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in biopharmaceutical research
and development and drug discovery and development, but shall not include (i) any financial investment firm or collective investment
vehicle that, together with its Affiliates, holds less than twenty percent (25)% of the outstanding equity of any Competitor, (ii) Boxcar
or any of its Affiliates, (iii) Cormorant or any of its Affiliates, (iv) Surveyor or any of its Affiliates, (v) Rock Springs or any of
its Affiliates, (vi) BlackRock or any of its Affiliates, (vii) T. Rowe Price or any of its Affiliates, (viii) LYFE Capital or any of
its Affiliates or (ix) Perceptive or any of its Affiliates.


 


1.8               
“Cormorant” means, collectively, Cormorant Private Healthcare Fund III, LP, Cormorant Global Healthcare Master
Fund, LP and CRMA SPV, LP.


 


1.9               
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become
subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or
any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the
indemnifying party (or any of its agents or Affiliates)
of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the
Exchange Act, or any state securities law.


 


1.10             
“Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for
(in each case, directly or indirectly), Common Stock, including
options and warrants.


 


1.11            
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 






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1.12             
 “Excluded Registration”
means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock
option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration
on any form that does not include substantially the same information as would be required to be included in a registration statement
covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities that are also being registered.


 


1.13            
“FOIA Party” means a Person that, in the reasonable determination of the Board of Directors, may be subject
to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom of Information
Act, 5 U.S.C. 552 (“FOIA”), any state public records access law, any state or other jurisdiction’s laws similar
in intent or effect to FOIA, or any other similar statutory or regulatory requirement.


 


1.14            
“Form
S-1” means such form under the Securities Act as in effect on the date hereof or any
successor registration form under the Securities Act subsequently adopted by the SEC.


 


1.15            
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration
form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference
to other documents filed by the Company with the SEC.


 


1.16             
“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.


 


1.17             
“Holder” means any holder of Registrable Securities who is a party to this Agreement.


 


1.18            
“Immediate
Family Member” means a child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including, adoptive relationships, of a natural
person referred to herein.


 


1.19             
“Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.20             
“IPO” means the Company’s
first underwritten public offering of its Common Stock under the Securities Act.


 


1.21             
“Key
Employee” shall have the meaning set forth in the Purchase Agreement.


 


1.22             
“LYFE Capital” means LYFE Capital Fund III (Phoenix), L.P.


 






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1.23            
 “Major Investor” means any Investor that individually or together with such Investor’s Affiliates, holds
at least 143,022 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof) and each Person to whom any of the rights of any such Investor are assigned pursuant
to Section 6.1.


 


1.24            
“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become,
convertible or exchangeable into or exercisable for such equity securities.


 


1.25             
“Perceptive” means Perceptive
Life Sciences Master Fund, Ltd.


 


1.26             
“Person” means any individual,
corporation, partnership, trust, limited liability company, association or other entity.


 


1.27             
“Preferred Director” shall have the meaning set forth in the Certificate of Incorporation.


 


1.28             
“Preferred Stock” means the Series A Preferred Stock and the Series B Preferred Stock.


 


1.29            
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock,
excluding any Common Stock issued upon conversion of the Series B Preferred Stock pursuant to the “Special Mandatory Conversion”
provisions of the Certificate of Incorporation; (ii) any Common Stock,
or any Common Stock issued or issuable (directly or indirectly)
upon conversion and/or exercise of any other
securities of the Company, acquired by the Investors after
the date hereof; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security
that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in
clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction
in which the applicable rights under this
Agreement are not assigned pursuant to Subsection 6.1,
and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection
2.13 of this Agreement.


 


1.30             
“Registrable Securities then outstanding” means the number of shares determined by adding the number
of shares of outstanding Common Stock that are Registrable Securities
and the number of shares of Common Stock issuable (directly
or indirectly) pursuant to then exercisable and/or convertible
securities that are Registrable Securities.


 


1.31            
“Restricted Securities” means the securities of the Company required to be notated with the legend set forth
in Subsection 2.12(b) hereof.


 


1.32             
“Rock Springs” means, collectively, Rock Springs Capital Master Fund LP and Four Pines Master Fund LP.


 






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1.33            
 “SEC” means the Securities and Exchange Commission.


 


1.34            
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.35            
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.36            
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.37            
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable
to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for
the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.


 


1.38            
“Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.001 per
share.


 


1.39            
“Surveyor” means Citadel Multi-Strategy Equities Master Fund Ltd.


 


1.40            
“T. Rowe Price” means, collectively, T. Rowe Price Health Sciences Fund, Inc., TD Mutual Funds – TD Health
Sciences Fund and T. Rowe Price Health Sciences Portfolio.


 


2.                 
Registration Rights. The Company covenants and agrees as follows:


 


2.1               
Demand Registration.


 


(a)             
Form S-1 Demand. If at any time after the earlier
of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration
statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that
the Company file a Form
S-1 registration statement having an anticipated aggregate offering
price, net of Selling Expenses, of at least $15 million, then the Company shall (x) within ten (10) days after the date such request
is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon
as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form
S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating
Holders requested to be registered and any
additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by
each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the
limitations of Subsections 2.1(c) and 2.3.


 


(b)            
Form S-3 Demand. If at any time when it is eligible to
use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable
Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities
of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall
(i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders;
and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating
Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included
in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of
the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 






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(c)             
Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this
Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of
the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either
become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because
such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving
the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving
as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company
shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness
thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is
given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period;
and provided further that the Company shall not register any securities for its own account or that of any other stockholder
during such sixty (60) day period other than an Excluded Registration.


 


(d)            
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a)(i)
during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on
a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the
Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
(ii) after the Company has effected one registration pursuant to Subsection
2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately
registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1 (b).
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1
(b) (i) during the period that is thirty (30) days before the Company’s
good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated
registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration
statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1 (b)
within the twelve (12) month period immediately preceding the date
of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until
such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their
request for such registration, elect not to pay the registration expenses therefor, and
forfeit their right to one demand registration statement pursuant to Subsection 2.6,
in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d);
provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c),
then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected”
for purposes of this Subsection 2.1(d).


 






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2.2              
Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the
Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering
of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder
notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company,
the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that
each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration
initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected
to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall
be borne by the Company in accordance with Subsection 2.6.


 


2.3               
Underwriting Requirements.


 


(a)             
If, pursuant to Subsection 2.1, the Initiating Holders
intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to Subsection 2.1,
and the Company shall include such information in the Demand Notice. The underwriter(s)
will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such
event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the
Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected
for such underwriting. Notwithstanding any other provision of this Subsection 2.3,
if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of
shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be
underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among
such Holders of Registrable Securities, including the Initiating
Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or
in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the
number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities
are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.


 






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(b)            
 In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the
Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity
as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number
of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities
to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success
of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable
Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering.
If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering,
then the Registrable Securities that are included in such offering shall be allocated
among the selling Holders in proportion (as nearly as practicable
to) the number of Registrable Securities owned by each
selling Holder or in such other proportions as shall mutually
be agreed to by all such selling Holders. To facilitate the allocation
of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder
to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the
number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by
the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering
be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO,
in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s
securities are included in such offering. For purposes of the provision in this Subsection 2.3 (b) concerning apportionment, for
any selling Holder that is a partnership, limited liability company,
or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates
and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any
of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such
 “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such
 “selling Holder,” as defined in this sentence.


 


2.4              
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)             
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or,
if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that
such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request
of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration;


 






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(b)             
prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection
with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities
covered by such registration statement;


 


(c)             
furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the
Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable
Securities;


 


(d)             
use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such
other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that
the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or
jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities
Act;


 


(e)             
in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering;


 


(f)              
use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be
listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar
securities issued by the Company are then listed;


 


(g)             
provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP
number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(h)             
promptly make available for inspection by the selling Holders, any underwriter(s)
participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained
by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties
of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant, or agent,
in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate
due diligence in connection therewith;


 


(i)             
notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has
been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 






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(j)             
 after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend
or supplement such registration statement or prospectus.


 


In addition, the Company shall
ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities
Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading
program under Rule 10b5-1 of the Exchange Act.


 


2.5               
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as
is reasonably required to effect the registration of such Holder’s Registrable Securities.


 


2.6               
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings,
or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting
fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $35,000, of one counsel
for the selling Holders (“Selling
Holder Counsel”), shall be borne and paid by the Company; provided,
however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection
2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities
to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities
that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit
their right to one registration pursuant to Subsections 2.1(a) or 2.1(b),
as the case may be, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one
registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered
pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities
registered on their behalf.


 


2.7               
Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying
any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation
of this Section 2.


 


2.8               
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)             
To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the
Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities
Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other
aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim
or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Subsection 2.8 (a) shall not apply to amounts paid in settlement of any such claim
or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld,
nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance
upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other
aforementioned Person expressly for use in connection with such registration.


 






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(b)            
To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company,
and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company
within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities
Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other
Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made
in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection
with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or defending any claim
or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Subsection 2.8 (b) shall not apply to amounts paid in settlement of any such claim
or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld;
and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under
Subsections 2.8 (b) and 2.8(d) exceed the proceeds from the offering received
by such Holder (net of any Selling Expenses paid by such Holder),
except in the case of fraud or willful misconduct by such Holder.


 


(c)             
Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including
any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Subsection 2.8,
give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in
such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice
has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall
have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to
the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability
to the indemnified party under this Subsection 2.8, to
the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give
notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under
this Subsection 2.8.


 






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(d)             
To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any
party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it
is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the
fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be
required on the part of any party hereto for which indemnification is provided under this Subsection 2.8,
then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to
which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each
of the indemnifying party and the indemnified party in connection
with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect
any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged
omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price
of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability
pursuant to this Subsection 2.8 (d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8
(b), exceed the proceeds from the offering received by such Holder
(net of any Selling Expenses paid by such Holder),
except in the case of willful misconduct or fraud by such Holder.


 


(e)             
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control.


 


(f)             
Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the
obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities
in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 






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2.9         
 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company shall:


 


(a)        
make and keep available adequate current public information,
as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed
by the Company for the IPO;


 


(b)        
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and


 


(c)        
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to
the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities
Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as
a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other
information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any
such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange
Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 


2.10        
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without
the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such
securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities
in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities
of the Holders that are included; provided that this limitation shall not apply to Registrable Securities acquired by any additional
Investor that becomes a party to this Agreement in accordance with Subsection 6.9.


 






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2.11        
“Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent
of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO
(such period not to exceed one hundred eighty (180) days), (i) lend; offer; pledge; sell; contract to sell; sell any option or
contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly
or indirectly) for Common Stock held immediately before the effective date of the registration statement for the IPO or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or
other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not
apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or
the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided
that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that
any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers, directors and
stockholders individually owning one percent (1%) or more of the Company’s outstanding Common Stock (after giving effect to conversion
into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with
such registration are intended third-party beneficiaries of
this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party
hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection
with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto.
In the event that the Company or the managing underwriter waives or terminates any of the restrictions contained in this Subsection
2.11 or in a lock-up agreement with respect to the securities of any Holder, officer, director than one-percent or greater stockholder
of the Company (in any such case, the “Released Securities”), the restrictions contained in this Subsection 2.11
and in any lock-up agreements executed by the Investors shall be waived or terminated, as applicable, to the same extent and with
respect to the same percentage of securities of each Investor as the percentage of Released Securities represent with respect to the
securities held by the applicable Holder, officer, director than one-percent or greater stockholder. Notwithstanding anything herein
to the contrary, the provisions of this Subsection 2.11 shall not apply to transactions (including, without limitation, any swap,
hedge or similar agreement or arrangement) or announcements, in each case, relating to securities acquired in the IPO or securities acquired
in open market or other transactions from and after the IPO or that otherwise do not involve or relate to securities of the Company owned
by a Holder prior to the IPO.


 


2.12        
Restrictions on Transfer.


 


(a)        
The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall
not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except
upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities
Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of Preferred Stock and the Registrable Securities
held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.
Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement
or, following the IPO, SEC Rule 144 to be bound by the terms of this Agreement.


 






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(b)        
 Each certificate, instrument, or book entry representing
(i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced
in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless
otherwise permitted by the provisions of Subsection 2.12 (c)) be notated with a legend substantially
in the following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.


 


THE SECURITIES
REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE
WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


The Holders consent to the
Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement
the restrictions on transfer set forth in this Subsection 2.12.


 


(c)        
The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions
of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration
statement under the Securities Act covering the proposed transaction or, following the IPO, the transfer is made pursuant to SEC Rule
144, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each
such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably
requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall,
and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction
may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that
the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the
staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company
to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the
Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities
in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no
action” letter (x) in any transaction in compliance with SEC Rule
144; (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration
or (z) in any internal transaction in which such Holder transfers Restricted Securities to an Affiliate of such Holder that is an entity
and that is ultimately controlled by the same parent company as the Holder (or is the ultimate parent company of the Holder); provided
that, in the case of clauses (y) and (z), other than in connection with a transaction in compliance with SEC Rule 144 following the
IPO, each transferee agrees in writing to be subject to the terms of this Subsection 2.12.
Notwithstanding the foregoing, the Company shall be obligated to reissue promptly unlegended certificates or book entries at the
request of any Holder thereof if the Company has completed its IPO and the Holder shall have obtained an opinion of counsel (which counsel
may be counsel to the Company) to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration,
qualification and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate
is no longer subject to any restrictions hereunder. Each certificate, instrument,
or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer
is made pursuant to SEC Rule 144 or pursuant to an effective registration
statement, the appropriate restrictive legend set forth in Subsection 2.12 (b), except that such certificate instrument, or book
entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is
not required in order to establish compliance with any provisions of the Securities Act.


 






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2.13        
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities
in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest
to occur of:


 


(a)        
Following the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation;


 


(b)        
such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for
the sale of all of such Holder’s shares without limitation
during a three-month period without registration; 


 


(c)         
the first anniversary of the IPO.


 


3.          
Information Rights.


 


3.1          
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors
has not reasonably determined that such Major Investor is a Competitor of the Company:


 


(a)        
as soon as practicable, but in any event within one hundred thirty-five (135) days after the end of each fiscal year of the Company
(i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x)
the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as
defined in Subsection 3.1(e)) for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all
such financial statements audited and certified by independent public accountants of nationally or
regionally recognized standing selected by the Company;


 


(b)        
as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and a comparison between (x) the actual
amounts as of and for such fiscal quarter and (y) the comparable amounts as included in the Budget (as defined in Subsection 3.1(e))
for such quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter,
all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments;
and (ii) not contain all notes thereto that may be required in accordance with GAAP);


 






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(c)        
as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each fiscal year of the Company,
a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for
shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding
securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of
shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit
the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer
or chief executive officer of the Company as being true, complete, and correct; provided, however, that no delivery needs to be made
under this Section 3.1(c) for as long as the Major Investor has access to the Company’s capitalization table on Carta or
another similar electronic capitalization table management platform that shows the information set forth in this Section 3.1(c);


 


(d)        
as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement
and statement of cash flows for such month, and a comparison between
(x) the actual amounts as of and for such month and (y) the comparable amounts as included in the Budget (as defined in Subsection
3.1(e)) for such month, and an unaudited balance sheet
and statement of stockholders’ equity as of the end of such
month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments
and (ii) not contain all notes thereto that may be required in accordance with GAAP); and


 


(e)        
as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the
next fiscal year (collectively, the “Budget”), approved
by the Board of Directors (including all of the Preferred Directors) and prepared on a monthly basis, including balance sheets,
income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared
by the Company; and


 


(f)         
as soon as practicable, but in any event within twenty-five (25) days after the end of each quarter of each fiscal year of the
Company, such other information relating to the financial condition, business, scientific developments, prospects, and corporate affairs
of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall
not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to
be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the
Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 






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If, for any period, the Company
has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements
delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all
such consolidated subsidiaries.


 


Notwithstanding anything else
in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1
during the period starting with the date forty-five (45) days before the Company’s good-faith estimate of the date of filing of
a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement
and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated
at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement
to become effective.


 


3.2         
Inspection. The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably
determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the
Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts
with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided,
however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any information that
it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality
agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between
the Company and its counsel.


 


3.3          
Observer Rights. As long as Surveyor owns not less than fifty percent of the shares of the Series B Preferred Stock it
is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall
invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect,
shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the
same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence
all information so provided or learned in any meeting of the Board of Directors and to not use any such information for any purpose other
than to monitor Surveyor’s investment in the Company; and provided further, that the Company reserves the right to withhold any
information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such
meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets
or a conflict of interest. Notwithstanding the foregoing, Surveyor shall not exercise its rights pursuant to this Section 3.3
unless and until the Company has confirmed in writing to Surveyor at any time after the Initial Closing (as defined in the Purchase Agreement)
that the Company does not engage in the design, fabrication, development, testing, production or manufacture of critical technologies
within the meaning of DPA (as defined in the Purchase Agreement).


 






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3.4           Termination
of Information Rights. The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no
further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic
reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such
term is defined in the Certificate of Incorporation, whichever event occurs first.


 


3.5           
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use
for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant
to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential
information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5
by such Investor), (b) is or has been independently developed or conceived by such Investor without use of the Company’s confidential
information, or (c) is or has been made known or disclosed to such Investor by a third party without a breach of any obligation of confidentiality
such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i)
to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with
monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such
prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any Affiliate, partner, member, stockholder,
or wholly owned subsidiary of such Investor in the ordinary course of business, provided
that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality
of such information; (iv) to the extent required in connection with any routine or periodic examination or similar process by
any regulatory or self-regulatory body or authority not specifically directed at the Company or the confidential information obtained
from the Company pursuant to the terms of the Agreement, including, without limitation, quarterly or annual reports or (v) as may otherwise
be required by law, regulation, rule, court order or subpoena, provided that , with respect to this clause (v), such Investor
promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.


 


3.6          
Material Non-Public Information.


 


(a)        
The Company understands and acknowledges that in the regular course of Surveyor’s businesses, Surveyor and its Affiliates
will invest in companies that have issued securities that are publicly traded (each, a “Public Company”). Accordingly,
the Company covenants and agrees that before providing any material non-public information about a Public Company (“Public Company
Information”) to Surveyor or its representatives (or any of their respective Affiliates), the Company shall provide written
notice of such Public Company Information to Surveyor’s compliance officer at SCComplianceAppvl@citadel.com describing such Public
Company Information in reasonable detail. The Company shall not disclose Public Company Information to Surveyor or its representatives
(or any of their respective Affiliates) without prior written authorization from Surveyor’s compliance officer listed above.


 






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(b)        
 The Company acknowledges and agrees that in no event shall any Investor’s confidentiality and non-use obligations hereunder
in any manner be deemed or construed as limiting such Investor or its representatives (or any of their respective Affiliates) ability
to trade any security of a Public Company.


 


4.          
Rights to Future Stock Issuances.


 


4.1          
Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws,
if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor.
A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate,
among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or
any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act,
of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial
Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by the
Board of Directors and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale
Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor”
under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor
under Subsections 3.1, 3.2 and 4.1 hereof).


 


(a)         
The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention
to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which
it proposes to offer such New Securities.


 


(b)        
By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase
or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals
the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then issuable (directly
or indirectly) upon conversion and/or exercise, as applicable,
of the Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock of
the Company then outstanding (assuming full conversion and/or
exercise, as applicable, of all Preferred
Stock and any other Derivative Securities then outstanding). At the expiration of such twenty (20) day period, the Company shall
promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising
Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the
Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in
addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to
subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held,
or issuable (directly or indirectly) upon conversion and/or exercise,
as applicable, of Preferred Stock and any other Derivative Securities
then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly
or indirectly) upon conversion and/or exercise, as applicable,
of the Preferred Stock and any other Derivative Securities
then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this
Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given
and the date of initial sale of New Securities pursuant to Subsection
4.1(c).


 






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(c)        
If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection
4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b),
offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon
terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for
the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof,
the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the
Major Investors in accordance with this Subsection 4.1.


 


(d)        
The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted
Securities (as defined in the Certificate of Incorporation);
(ii) shares of Common Stock issued in the IPO; and (iii) the issuance
of shares of Series B Preferred Stock pursuant to Subsection 1.3
of the Purchase Agreement.


 


4.2          
Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i)
immediately before the consummation of the IPO, (ii) when
the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon
the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.


 


5.          
Additional Covenants.


 


5.1          
Insurance. The Company has obtained from financially sound and reputable insurers Directors and Officers liability insurance
in an amount and on terms and conditions satisfactory to the Board of Directors, including all of the Preferred Directors, and will use
commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines
that such insurance should be discontinued. The Company shall obtain, within thirty (30) days of the date hereof, from financially sound
and reputable insurers term “key-person” insurance on Benjamin J. Zeskind, in an amount of five million dollars ($5,000,000)
or any other amount satisfactory to the Board of Directors and on terms and conditions satisfactory to the Board of Directors, and will
use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines
that such insurance should be discontinued. The key-person policy shall name the Company as loss payee, and neither policy shall
be cancelable by the Company without prior approval by the Board of Directors, including all of the Preferred Directors.


 






    21 


     


    

 


5.2       
 Employee Agreements. The Company will cause (i) each Person
now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent
contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment
agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the
form approved by the Board of Directors. The Company has delivered to the Investors copies of all existing agreements between current
employees and consultants, and the Investors agree that these agreements satisfy the requirements of this Section 5.2. In addition,
the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements
or any restricted stock agreement between the Company and any employee, without the approval of the Board of Directors, including all
of the Preferred Directors.


 


5.3        
Employee Stock. Unless otherwise approved by the Board of Directors, including
all of the Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase,
or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock
or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent
(25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal
monthly installments over the following thirty-six (36) months, and (ii) a market
stand-off provision substantially similar to that in Subsection
2.11.


 


5.4       
Matters Requiring Investor Director Approval. So long as the holders of Series B Preferred Stock are entitled to elect
a Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board
of Directors, which approval must include the affirmative vote of all of the Preferred Directors:


 


(a)        
Effect or consummate a public offering of any Capital Stock of the company or any of its subsidiaries, or engage any investment
banking firm or underwriter in connection therewith;


 


(b)        
make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other
corporation, partnership, or other entity unless it is wholly owned by the Company;


 


(c)        
make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director
of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an
employee stock or option plan approved by the Board of Directors;


 


(d)       
guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for
trade accounts of the Company or any subsidiary arising in the ordinary course of business;


 


(e)        
make any investment inconsistent with any investment policy approved by the Board of Directors;


 






    22 


     


    

 


(f)         
 incur any aggregate indebtedness in excess of $250,000 that is not already included in a budget approved by the Board of Directors,
other than trade credit incurred in the ordinary course of business;


 


(g)        
make any capital expenditures (including expenditures under capitalized leases) that in the aggregate are more than 10% in excess
of the annual budget approved by the Board;;


 


(h)       
otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate”
(as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except transactions made in the ordinary course of
business, pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by
the Board of Directors;


 


(i)          
hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to
executive officers;


 


(j)          
change the principal business of the Company, enter unrelated lines of business, or exit the current line of business;


 


(k)        
sell, assign, license, pledge, or encumber material technology or intellectual property, other than the sale of products, services
or licenses granted in the ordinary course of business;


 


(l)         
enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company
of money or assets greater than $200,000, other than agreements for the provision of the Company’s services entered into in the
ordinary course of business;


 


(m)        
increase or decrease the size of the Board of Directors;


 


(n)        
increase or decrease the amount of the Directors and Officers liability insurance;


 


(o)        
amend, modify, terminate, waive, or otherwise alter, in whole or in part, the election procedure of the Board of Directors;


 


(p)        
adopt any plan, or any amendment of any plan, for issuance of any capital stock to employees, directors and consultants; or


 


(q)        
approve the Budget or adopt any material changes or increases cumulatively greater than 15%.


 


5.5        
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors
shall meet at least quarterly in accordance with an agreed-upon schedule. Each Preferred Director shall be entitled in such person’s
discretion to be a member of any committee of the Board of Directors.


 






    23 


     


    

 


5.6        
Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other
Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper
provisions shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification
of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the
Company’s Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be.


 


5.7        
Indemnification Matters. The Company hereby acknowledges that one (1) or more of the Preferred Directors nominated to serve
on the Board of Directors by one (1) or more Investors may have certain rights to indemnification, advancement of expenses and/or insurance
provided by one (1) or more of the Investors and certain of their Affiliates (collectively, the “Investor Indemnitors”).
The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Preferred Director
are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or
liabilities incurred by such Preferred Director are secondary), (b) that it shall be required to advance the full amount of expenses
incurred by such Preferred Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts
paid in settlement by or on behalf of any such Preferred Director to the extent legally permitted and as required by the Certificate
of Incorporation or Bylaws of the Company (or any agreement between the Company and such Preferred Director), without regard to any rights
such Preferred Director may have against the Investor Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the
Investor Indemnitors from any and all claims against the Investor Indemnitors for contribution, subrogation or any other recovery of
any kind in respect thereof. The Company further agrees that no advancement or payment by the Investor Indemnitors on behalf of any such
Preferred Director with respect to any claim for which such Preferred Director has sought indemnification from the Company shall affect
the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of such Preferred Director against the Company. The Preferred Directors and the Investor
Indemnitors are intended third-party beneficiaries of this Section 5.7 and shall have the right, power and authority to enforce
the provisions of this Section 5.7 as though they were a party to this Agreement.


 


5.8      
 Right to Conduct Activities. The Company hereby agrees and acknowledges that (i) Boxcar or any of its Affiliates, (ii)
Cormorant or any of its Affiliates, (iii) Surveyor or any of its Affiliates, (iv) Rock Springs or any of its Affiliates, (vi) BlackRock
or any of its Affiliates, (v) T. Rowe Price or any of its Affiliates, (vii) LYFE Capital or any of its Affiliates or (viii) Perceptive
or any of its Affiliates (collectively, the “Professional Investment Organizations”) are professional investment organizations,
and as such review the business plans and related proprietary information of many enterprises, some of which may compete directly or
indirectly with the Company’s business (as currently conducted or as currently propose to be conducted).  The Company hereby
agrees that, to the extent permitted under applicable law, the Professional Investment Organizations shall not be liable to the Company
for any claim arising out of, or based upon, (i) the investment by the Professional Investment Organizations in any entity competitive
with the Company, or (ii) actions taken by any partner, officer, employee or other representative of the Professional Investment Organizations
to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive
company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall
not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information
obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary
duties to the Company.


 






    24 


     


    

 



 


5.9             
Defense Production Act. To the extent that the Company learns that it engages in the design, fabrication, development,
testing, production or manufacture of critical technologies within the meaning of Section 721 of the Defense Production Act of 1950,
as amended (50 U.S.C. § 4565), and all rules and regulations thereunder, including as codified at 31 C.F.R. Part 800, whether because
of a new categorization of technology by the U.S. government or otherwise, the Company shall promptly provide notice to Surveyor.


 


5.10         
Class B Common Stock. The Company shall not cause any shares of Class B Common Stock to become subject to the periodic
reporting requirements of Section 12(b) or 12(g) of the Exchange Act without the prior written consent of Surveyor.


 


5.11         
Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7,
shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first
becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation
Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.


 


6.                 
Miscellaneous.


 


6.1                
Successors and Assigns. The rights under this Agreement
may be assigned (but
only with all related obligations) by a Holder to a transferee
of Registrable Securities that (i) is an Affiliate of a Holder;
(ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s
Immediate Family Members; or (iii) after such transfer, holds at least 143,022 shares
of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations)
or, if less, all of the Registrable Securities held by such Holder;
provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice
of the name and address of such transferee and the Registrable Securities with respect to which
such rights are being transferred; and (y) such transferee agrees
in a written instrument delivered to the Company to be
bound by and subject to the terms and
conditions of this Agreement, including the provisions of Subsection
2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee
(1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for
the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the
transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall,
as a condition to the applicable transfer, establish a single attorney-in-fact for the purpose of exercising any rights, receiving notices,
or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the
respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided herein.


 






    25 


     


    

 


6.2                
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.


 


6.3                
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.


 


6.4                
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.5                
Notices.


 


(a)              
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 (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic
mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s
next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid;
or (iv) one (1) business day after the
business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written
verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A
hereto, or to the principal office of the Company and to the attention
of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently
modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy shall also
be sent to Latham & Watkins LLP, 200 Clarendon Street, 27th Floor, Boston, MA 02116, Attention: Evan G. Smith, Esq. and if notice
is given to Investors, a copy shall also be given to: (x) Greenberg Traurig, LLP, One International Place Suite 2000, Boston, MA 02110,
Attention Bradley A. Jacobson, Esq., and (y) Wiggin and Dana LLP, One Century Tower, 265 Church Street, New Haven, Connecticut 06510,
Attention Evan S. Kipperman, Esq.


 






    26 


     


    

 


(b)              
 Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant
to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission
pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address as on the books of the Company. Each Investor
agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall
not affect the foregoing.


 


6.6                
Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term
of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the
written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the
Company may in its sole discretion waive compliance with Subsection 2.12(c)
(and the Company’s failure to object promptly in writing after
notification of a proposed assignment allegedly in violation of Subsection 2.12(c)
shall be deemed to be a waiver); and provided further
that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.
Notwithstanding the foregoing, (a) this Agreement may not be amended, modified or terminated and the observance of any term hereof (including,
without limitation, Sections 1.6, 1.7 and 5.4) may not be waived with respect to any Investor without the written
consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors in the same fashion (it
being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to
all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless,
by agreement with the Company, purchase securities in such transaction; provided that if the rights of a Major Investor under Section
4.1 with respect to an offering of New Securities are waived without the consent of such Major Investor, and any Major Investor actually
purchases any New Securities in any such offering, then each Major Investor who did not consent to such waiver shall be permitted to
participate in such offering on a pro rata basis (based on the level of participation of the Major Investor purchasing the largest portion
of such Major Investor’s pro rata share) (b) Sections 1.35, 3.3, 5.9, 5.10 and this clause (b) of this
Subsection 6.6 may not be amended, modified, terminated or waived without the written consent of Surveyor; and (c) Subsections
3.1 and 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors (including this clause
(c) of this Subsection 6.6) may not be amended, modified, terminated or waived without the written consent of the holders of a
majority of the Registrable Securities then outstanding and held by the Major Investors. Notwithstanding the foregoing, Schedule A
hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms
of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the
date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party
to this Agreement in accordance with Subsection 6.9. The Company shall give prompt notice of any amendment, modification or termination
hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination, or waiver.
Any amendment, modification, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties
hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision
of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term,
condition, or provision.


 






    27 


     


    

 


6.7                
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this
Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and
enforceable to the maximum extent permitted by law.


 


6.8                
Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights
as among themselves in any manner they deem appropriate.


 


6.9                
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares
of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this
Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor”
for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional
Investor, so long as such additional Investor
has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.


 


6.10            
Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among 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 is expressly canceled.


 


6.11            
Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action
or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising
out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware,
and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action
or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 






    28 


     


    

 


6.12            
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 OR THE SUBJECT MATTER HEREOF. 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 AGREEMENT, 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.


 


6.13            
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 nonbreaching
or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to 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. All remedies, whether under this Agreement or by law or otherwise afforded to any party,
shall be cumulative and not alternative.


 


[Remainder of Page Intentionally Left Blank]


 






    29 


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	 	IMMUNEERING CORPORATION
	 	 
	 	By:	/s/
    Benjamin J. Zeskind
	 	Name: Benjamin J. Zeskind
	 	Title:  Chief Executive Officer



  


Signature
Page To Amended and Restated Investors’ Rights Agreement


  



     


     


    




 


	 	INVESTOR:
	 	 
	 	Cormorant
    Private Healthcare Fund III, LP
	 	 
	 	By: Cormorant Private Healthcare GP III,
    LLC
	 	 
	 	By:	/s/
    Bihua Chen
	 	Name: Bihua Chen
	 	Title: Managing Member
	 	 
	 	CORMORANT
    GLOBAL HEALTHCARE MASTER FUND, LP
	 	 
	 	By: Cormorant Global Healthcare GP, LLC
	 	 
	 	By:	/s/ Bihua Chen
	 	Name: Bihua Chen
	 	Title: Managing Member
	 	 
	 	CRMA SPV,
    L.P.
	 	 
	 	By: Cormorant Asset Management, LP
	 	 
	 	By:	/s/ Bihua Chen
	 	Name: Bihua Chen
	 	Title: Attorney-in-fact



 


Signature
Page To Amended and Restated Investors’ Rights Agreement





 



     


     


    







 


	 	INVESTORS:
	 	 
	 	BLACKROCK HEALTH SCIENCES TRUST II
	 	 
	 	By: BlackRock Advisors, LLC, its Investment
    Adviser
	 	 
	 	By:	/s/
    Hongying Erin Xie
	 	Name: Hongying
    Erin Xie
	 	Title: Managing Director



 


Signature
Page To Amended and Restated Investors’ Rights Agreement


  



     


     


    




 


	 	INVESTORS:
	 	 
	 	BOXCAR PMJ,
    LLC
	 	 
	 	By:	/s/
    Joseph Kekst
	 	Name: Joseph
    Kekst
	 	Title: Manager



 


Signature
Page To Amended and Restated Investors’ Rights Agreement


  



     


     


    




 



 


	 	PEF
    LLC
	 	 
	 	By:	/s/
    Peter Feinberg
	 	Name:
	 	Title:




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 





	 	PF
    ASSOCIATES L.P.
	 	 
	 	By:	/s/
    Peter Feinberg
	 	Name:
	 	Title:


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 




 






     


     


    

 





	 	S4K
    INVESTMENTS LLC
	 	 
	 	By:	/s/
    Peter Feinberg
	 	Name:
	 	Title:


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 





	 	INVESTORS:
	 	 
	 	SAGE
    CREST LLC
	 	 
	 	By:	/s/
    Joseph Kekst
	 	Name:
    Joseph Kekst
	 	Title:
    Manager


 





	 	TSKEK
    IM LLC
	 	 
	 	By:	/s/
    Joseph Kekst
	 	Name:
    Joseph Kekst
	 	Title:
    Manager


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 





	 	ZBC
    CAPITAL PARTNERS LLC
	 	 
	 	By:	/s/
    Marc Hurwitz
	 	Name:
    Marc Hurwitz
	 	Title:
    President


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 





	 	INVESTOR:
	 	 
	 	VALUEQUEST
    PARTNERS, LLC
	 	 
	 	By:	        
	 	Name:
    	 
	 	Title:	                    


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 





	 	INVESTOR:
	 	 
	 	/s/
    Robert J. Carpenter
	 	Robert
    J. Carpenter


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 





	 	INVESTOR:
	 	 
	 	/s/
    Benjamin J. Zeskind
	 	Benjamin
    J. Zeskind


 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 



 


	 	INVESTOR:
	 	 
	 	MERRIN INVESTORS
    LLC
	 	 
	 	By:	/s/
    Seth Merrin
	 	Name: Seth
    Merrin
	 	Title: General Partner



 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 









     


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Martin Lipton
	 	Martin Lipton



 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 



     


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Harold Levy
	 	Harold Levy


 


Signature
page to amended and restated investors’ rights agreement



 



     


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Brett M.
    Hall
	 	Brett M. Hall


 


Signature
page to amended and restated investors’ rights agreement



 



     


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Howard Kaufman
	 	Howard Kaufman


 


Signature
page to amended and restated investors’ rights agreement



 



     


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Joseph Shenker
	 	Joseph Shenker


 


Signature
page to amended and restated investors’ rights agreement



 



     


     


    

 


	 	INVESTOR:
	 	 
	 	ELI PINEWSKI
    FAMILY LLC
	 	 
	 	By:	/s/
    Alan Pines
	 	Name: Alan
    Pines
	 	Title: Member



 


Signature
page to amended and restated investors’ rights agreement



 



     


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Kenneth Gruber
	 	Kenneth Gruber


 


Signature
page to amended and restated investors’ rights agreement


 






     


     


    

 


	 	INVESTOR:
	 	 
	 	CITADEL MULTI-STRATEGY EQUITIES MASTER
    FUND LTD.
	 	 
	 	By: Citadel Advisors LLC, its portfolio
    manager
	 	 
	 	By:	/s/
    Shellane Mulcahy
	 	Name:
	 	Title: Authorized Signatory



 


Signature
page to amended and restated investors’ rights agreement


 






     


     


    

 



    


	 	INVESTOR:
	 	 
	 	ROCK SPRINGS CAPITAL MASTER FUND
    LP
	 	 
	 	By: Rock Springs General Partner LLC,
    its general partner
	 	 
	 	By:  	/s/
    Kris Jenner
	 	Name: Kris Jenner
	 	Title: Member
	 	 
	 	FOUR PINES MASTER FUND LP
	 	 
	 	By: Four Pines General Partner LLC,
    its general partner
	 	 
	 	By:  	/s/ Kris Jenner
	 	Name: Kris Jenner
	 	Title: Member




  


Signature
Page To Amended and Restated Investors’ Rights Agreement


  






     


     


    

  


	 	INVESTOR:
	 	 
	 	T. ROWE PRICE HEALTH SCIENCES
    FUND, INC.
	 	TD MUTUAL FUNDS - TD HEALTH SCIENCES
    FUND
	 	T. ROWE PRICE HEALTH SCIENCES
    PORTFOLIO
	 	Each account, severally and not jointly
	 	 
	 	By: T. Rowe Price Associates, Inc.,
    Investment Adviser or Subadviser, as applicable
	 	 
	 	 
	 	By:  	/s/
    Andrew Baek
	 	Name: Andrew Baek
	 	Title: Vice President




  


Signature
Page To Amended and Restated Investors’ Rights Agreement


  






     


     


    

  


	 	INVESTOR:
	 	 
	 	LYFE CAPITAL FUND III (PHOENIX),
    L.P.
	 	 
	 	By:  	/s/
    Yao Li Ho
	 	Name: Yao Li Ho
	 	Title: Member of the General Partner




  


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

  


	 	INVESTOR:
	 	 
	 	PERCEPTIVE LIFE SCIENCES MASTER
    FUND, LTD.
	 	 
	 	By:  	/s/
    James H. Mannix
	 	Name: James H. Mannix
	 	Title: Chief Operating Officer




   


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

  


	 	INVESTOR:
	 	 
	 	BM LINDSEY, INC.
	 	 
	 	By:  	/s/
    Bryan Murphy
	 	Name: Bryan Murphy
	 	Title: Director




  


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

  


	 	INVESTOR:
	 	 
	 	FEINBERG INVESTMENT TRUST LLC
	 	 
	 	By:  	/s/
    Lori Kany
	 	Name:
	 	Title:




  


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

  


	 	INVESTOR:
	 	 
	 	BRIDGELINKS LLC
	 	 
	 	By:  	/s/
    Peter Langerman
	 	Name: Peter Langerman
	 	Title: President




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






     


     


    

 



  


	 	INVESTOR:
	 	 
	 	/s/ Rebecca Kusko
	 	Rebecca Kusko




  


Signature
Page To Amended and Restated Investors’ Rights Agreement


 



    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Dana Levy
	 	Dana Levy




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






    


     


    

  


	 	INVESTOR:
	 	 
	 	/s/ Jonathan Levy
	 	Jonathan Levy




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


  



    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Jenna Levy
	 	Jenna Levy




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 









    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Ilonna Rimm
	 	Ilonna Rimm



 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Josef von Rickenbach
	 	Josef von Rickenbach




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 









    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Benjamin Kany
	 	Benjamin Kany




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 









    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Samantha Kany
	 	Samantha Kany




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






    


     


    

 


	 	INVESTOR:
	 	 
	 	/s/ Mark Zucker
	 	Mark Zucker




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






    


     


    

  


	 	INVESTOR:
	 	 
	 	/s/ Peter King
	 	Peter King




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 






    


     


    

 



 


	 	INVESTOR:
	 	 
	 	/s/ Scott Barrett
	 	Scott Barrett




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 












     


     


    

 


	 	INVESTOR:
	 	 
	 	Investor Name:
	 	 
	 	
	 	By:	 
	 	 
	 	Signatory Name (if signing for an entity):
	 	 
	 	 
	 	Title (if signing for an entity):
	 	 




 


Signature
Page To Amended and Restated Investors’ Rights Agreement


 









     


     


    

 





SCHEDULE A


Investors


 


	

    Name and Address of Investor
	Cormorant Private Healthcare Fund III, LP

    [Address]

     

	Cormorant Global Healthcare Master Fund, LP

    [Address]

     

	CRMA SPV, LP

    [Address]

     

	Robert
                                            J. Carpenter
 [Address]

                                                                                 

	Martin
                                            Lipton
 [Address]

                                                                                 

	Josef
                                            von Rickenbach
 [Address]

                                                                                 

	BM
    Lindsey, Inc.

    [Address]



 






     


     


    

 


	PEF
                                            LLC
 [Address]\

                                                                                 

	Tskek
                                            IM LLC
 [Address]

                                                                                 

	Marc
                                            A Hurwitz 2012 Dynasty Trust
 [Address]

                                                                                 

	Feinberg
                                            Investment Trust LLC
 [Address]

                                                                                 

	PF
                                            Associates L.P.
 [Address]

                                                                                 

	S4K
                                            Investments LLC
 [Address]

                                                                                 

	SAGE Crest LLC

    [Address]

     

	ZBC
                                            Capital Partners LLC
 [Address]

                                                                                 

	Benjamin
    J. Zeskind

    [Address]

    






 






     


     


    

 


	Robert
                                            J. Carpenter
 [Address]

                                                                                 

	Rebecca
                                            Kusko
 [Address]

                                                                                 

	Brett
                                            M. Hall
 [Address]

                                                                                 

	Merrin
                                            Investors LLC
 [Address]

                                                                                 

	ValueQuest
                                            Partners, LLC
 [Address]

                                                                                 

	Ken
                                            Gruber
 [Address]

                                                                                 

	Dr.
                                            Mark Zucker
 [Address]

                                                                                 

	Eli
    Pinewski Family LLC

    [Address]





 






     


     


    

 


	Brent
                                            LLC
 [Address]

                                                                                 

	William
                                            Sahlman
 [Address]

                                                                                 

	Bridgelinks
                                            LLC
 [Address]

                                                                                 

	Harold
                                            Levy
 [Address]

                                                                                 

	Dana Levy

    [Address]

     

	Jonathan Levy

    [Address]

     

	Jenna Levy

    [Address]

     

	Haya
    Taitel

    [Address]





 






     


     


    

 


	Mike
                                            Hornbuckle
 [Address]

                                                                                 

	Jon
                                            Mann
 [Address]

                                                                                 

	PENSCO
                                            IRA account Eric Bodner
 [Address]

                                                                                 

	Josh
                                            & Aliza Katz
 [Address]

                                                                                 

	Linda
                                            Jesselson
 [Address]

                                                                                 

	Bruce
                                            A. Bauman and Denise D. Selden, Tenants in Common
 [Address]

                                                                                 

	CARRAL
                                            LLC
 [Address]

                                                                                 

	Premier
    Trust Custodian FBO David Koster IRA

    [Address]





 






     


     


    

 


	Julio
                                            Triana
 [Address]

                                                                                 

	Rochelle
                                            Gut
 [Address]

                                                                                 

	Tyseth
                                            Holdings LLC
 [Address]

                                                                                 

	Blue River Associates, L.P.

    [Address]

     

	Eric F. Saltzman Revocable Trust

    [Address]

     

	Daniel
                                            Giachin
 [Address]

                                                                                 

	Boxcar
    PMJ, LLC

    [Address]
	Adross
    Insights, LLC

    [Address]





 






     


     


    

 



 


	ST
                                            Detroit Enterprises LLC
 [Address]

                                                                                 

	Elisa
                                            and Yoel Wagner
 [Address]

                                                                                 

	The
                                            Livio Giachin Family Trust
 [Address]

                                                                                 

	Business
                                            Technology Advisors, LLC
 [Address]

                                                                                 

	Benjamin Kany

    [Address]

     

	Samantha Kany

    [Address]

     

	Robert and Susan Okin

    [Address]

     

	IRA Services Trust Company

    [Address]

     






 



     


     


    

 


	The Kekst Family Living Trust u/a/d (David J.
    Kekst)

    [Address]

     

	Scott Barrett

    [Address]

     

	Peter King

    [Address]

     

	Ilana’s Trust UT Gershon Kekst Annuity
    Trust

    [Address]

     

	Ronald G. Weiner

    [Address]

     

	55 Pine Street LLC

    [Address]

     

	Kenneth Mandelbaum

    [Address]

     

	ParkEcho Genetica LLC

    [Address]

     

	Louis Feinberg

    [Address]

     






 



     


     


    

 


	Joseph C. Shenker

    [Address]

     

	Raizi Simons

    [Address]

     

	Hali Simons

    [Address]

     

	Zelda Gruber Family Trust

    [Address]

     

	Pam Genet and Elliot Barsh

    [Address]

     

	Ira Rosenberg

    [Address]

     

	Jeremy Triana

    [Address]

     

	Howard Kaufman

    [Address]

     

	Marc A Hurwitz 2012 Dynasty Trust

    [Address]

     






 






     


     


    

 


	T. Rowe Price Health Sciences Fund, Inc.

    [Address]

     

	TD Mutual Funds - TD Health Sciences Fund

    [Address]

     

	T. Rowe Price Health Sciences Portfolio

    [Address]

     

	Citadel Multi-Strategy Equities Master Fund
    Ltd.

    [Address]

    


	Rock Springs Capital Master Fund LP

    [Address]

     






 



     


     


    

 


	Four Pines Master Fund LP

    [Address]

     

	Blackrock Health Sciences Trust II

    [Address]

     

	LYFE Capital Fund III (Phoenix), L.P.

    [Address]

     

	Perceptive Life Sciences Master Fund, Ltd.

    [Address]

     

	Ilonna Rimm

    [Address]