Exhibit 4.5


 


Execution Version


 


NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND APPLICABLE LAWS.


 


 



 


	Warrant No. 2020-1	 	Number of Shares: 1,195,652




(subject to adjustment)


 


Date of Issuance: May 14, 2020


 


RAPID MICRO BIOSYSTEMS, INC.


 


PREFERRED STOCK PURCHASE WARRANT

(as amended and restated)


 


Rapid Micro Biosystems, Inc.,
a Delaware corporation (the “Company”), for value received, hereby certifies that Kennedy Lewis Capital
Partners Master Fund II LP and its Affiliates (collectively, “KLIM”) and/or any of their respective assigns
(the “Registered Holder”), is entitled, subject to the terms and conditions set forth in this agreement
(this “Agreement”), to purchase from the Company, in whole or in part, at any time and from time to time
on or after the Date of Issuance and prior to the expiration hereof, 1,195,652 shares of Series C1 Preferred Stock, par value
$0.01 per share, of the Company (the “Preferred Stock”), at an exercise price of $1.15 per share. The
shares of Preferred Stock purchasable upon exercise of this warrant issued to the Registered Holder (this “Warrant”)
and the exercise price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter
referred to as the “Warrant Shares” and the “Exercise Price,” respectively.
 “Affiliates” shall mean, as applied to any person, any other person who controls, is controlled by, or
is under common control with, such person. For purposes of this definition, “control” means the possession,
directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a person, whether
through the ownership of equity, by contract, or otherwise. “Common Stock” shall mean the Company’s
common stock, par value $0.01 and “Convertible Common Stock” shall mean the shares of Common Stock issuable
upon the conversion of the Warrant Shares into shares of Common Stock on the terms set forth in the Seventh Amended and Restated
Certificate of Incorporation of the Company (as amended, amended and restated, or otherwise modified from time to time, the “Charter”).
The Company and KLIM acknowledge and agree that this Warrant amends and restates in its entirety and replaces that certain Preferred
Stock Purchase Warrant originally issued by the Company to KLIM on May 14, 2020.


 


1.            Exercise.


 


(a)            This
Warrant may be exercised, in whole or in part at any time and from time to time, by the Registered Holder by surrendering this
Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder
or by the Registered Holder’s duly authorized representative, at the principal office of the Company, or at such other office
or agency as the Company may designate by notice in writing to the Registered Holder, accompanied by either (i) cash or certified
cashier’s check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United
States, of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (the “Aggregate
Exercise Price”); or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant
on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of shares of Preferred
Stock issuable upon such exercise of the Warrant which, when multiplied by the Fair Market Value of the Preferred Stock (or Common
Stock, as applicable), is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this
Warrant).


 



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(b)            Each
exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in Section 1(a) above (the “Exercise
Date”), and the party entitled to receive the Preferred Stock issuable upon such exercise shall be treated for all
purposes as the holder of record of such Preferred Stock (or, if the Registered Holder elects to immediately convert the Warrant
Shares into shares of Convertible Common Stock, the holder of record of such shares of Convertible Common Stock) as of the close
of business on such date.


 


(c)           Within
three (3) business days after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in
the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct, a certificate or certificates for the number of full Warrant Shares to which the Registered
Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise
be entitled, cash in an amount determined pursuant to Section 4 hereof; provided, however, that the Company
shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any
such certificate upon exercise in a name other than that of the Registered Holder. Notwithstanding the foregoing, the Registered
Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any
ad valorem property or intangible tax assessed against the Registered Holder.


 


(d)        The
Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental
approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required
to be made by the Company, which shall be at the Company’s sole cost and expense).


 


(e)            Notwithstanding
any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with an
IPO (as defined below), Change of Control (as defined below), or any other transaction or event, such exercise may, at the election
of the Registered Holder, be conditioned upon consummation of such transaction or event and in which case such exercise shall not
be deemed effective until the consummation of such transaction or event.


 


2.          Adjustments.
The Exercise Price and number of Warrant Shares purchasable hereunder (and as a result the number of shares of the Convertible
Common Stock issuable hereunder in lieu of Warrant Shares) shall be subject to adjustment from time to time as provided in this
Section 2.


 



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(a)            Adjustment
for Reclassification, Exchange and Substitution. If the Company shall at any time on or after the date on which this Warrant
was first issued to the Registered Holder (the “Original Issue Date”), while this Warrant remains outstanding
in whole or in part, by reclassification of securities or otherwise, change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification
or other change, and the Exercise Price shall be appropriately adjusted, subject to further adjustment as provided in this Section 2.
Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination
becomes effective.


 


(b)           Adjustment
for Stock Splits and Combinations. If the Company shall at any time on or after the Original Issue Date, while this Warrant
remains outstanding in whole or in part, (i) split, subdivide or combine the securities as to which purchase rights under
this Warrant exist, into a different number of securities of the same class, or (ii) issue additional securities as a dividend
with respect to any shares of its Preferred Stock, the number of shares of Preferred Stock subject hereto shall be proportionately
adjusted and the Exercise Price, in the case of a split or subdivision, shall be proportionately decreased and, in the case of
a combination or issuance of dividends, shall be proportionately increased, such that this Warrant shall represent the right to
acquire the same number of shares of Preferred Stock (or, for the avoidance of doubt, if elected by the Registered Holder, the
same number of shares of Convertible Common Stock) as would have been issuable immediately prior to such part, split, subdivision,
combination, or issuance of dividends, without any increase in the amount of consideration paid therefor.


 


(c)             Conversion
Rate. Without duplication of any adjustment otherwise provided for in this Section 2, any events or circumstances
that result in an adjustment to (i) the Series C1 Conversion Price (as defined in the Charter) of the Preferred Stock
or (ii) the number of shares of Convertible Common Stock, in each case as provided for in Article Fourth, Part B,
Section 4 of the Charter, shall be given effect upon the exercise of this Warrant as if the Warrant Shares were issued and
outstanding on and as of the date of any such required adjustment.


 


(d)             Conversion
of Preferred Stock. In the event that all outstanding shares of Preferred Stock are converted to Common Stock, or any other
security, in accordance with the terms of the Charter in connection with the Company’s first underwritten public offering
pursuant to an effective registration statement under the Act (an “IPO”), Change of Control, or other
event, this Warrant shall automatically become exercisable for Common Stock or such other security.


 


(e)             Certificates
as to Adjustments.


 


(i)            Upon
the occurrence of each adjustment or readjustment of the Exercise Price and number of Warrant Shares pursuant to this Section 2,
the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and promptly
furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of
securities, cash or other property for which this Warrant shall be exercisable and the Exercise Price) and showing in detail the
facts upon which such adjustment or readjustment is based, and shall cause a copy of such certificate to be sent by electronic
mail or mailed (by first-class mail, postage prepaid) to the Registered Holder in accordance with the notice provisions of Section 13
hereof.


 



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(ii)            The
Company shall, upon the written request at any time of the Registered Holder, promptly furnish or cause to be furnished to the
Registered Holder a certificate setting forth (A) the Exercise Price then in effect and (B) the number of shares of Preferred
Stock, Convertible Common Stock and the amount, if any, of other securities, cash or property which then would be received upon
the exercise of this Warrant and any rights under the Preferred Stock, and shall cause a copy of such certificate to be distributed
to the Registered Holder.


 


3.            Treatment
of Warrant Upon a Change of Control. The Company shall give the Registered Holder written notice at least ten (10) business
days prior to the closing of a Change of Control. In such event, notwithstanding any other provision of this Warrant to the contrary,
the Company may terminate this Warrant in exchange for issuing to the Registered Holder substitute rights (which may be provided
in the purchase or merger agreement governing the Change of Control or in a separate instrument) to receive the net economic benefits
of this Warrant. Such net economic benefits shall be determined by deducting the aggregate exercise price of this Warrant from
the aggregate proceeds which would be payable on account of the Warrant Shares (or, if elected by the Registered Holder, the Convertible
Common Stock), including any post-closing payments or adjustments to the consideration received by the Company or its stockholders,
as if this Warrant and/or any of the rights under the Preferred Stock had been fully exercised by the Registered Holder immediately
before the Change of Control (but without requiring such exercise). Such substitute rights shall provide the Registered Holder
the right to receive such net economic benefits when and as the correlative proceeds in excess of the aggregate exercise price
would become payable on account of the Warrant Shares (or, if elected by the Registered Holder, the Convertible Common Stock).
For the avoidance of doubt (i) to the extent the consideration to be provided in the Change of Control is a security that
is not listed on a national securities exchange, the Registered Holder shall be entitled to elect to receive either (1) cash
in an amount equal to the Fair Market Value of the net economic benefits of this Warrant or (2) an amount of such securities
having deal value equal to the net economic benefit of this Warrant and (ii) at any time prior to the Change of Control,
the Registered Holder may exercise this Warrant in accordance with the terms hereof, in which case such Registered Holder shall
be entitled to receive any consideration to be received by holders of Preferred Stock (or Convertible Common Stock if elected
by the Registered Holder).


 


4.           Fractional
Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make
an adjustment therefor in cash on the basis of the fair market value (“Fair Market Value”) per share
of Preferred Stock (or Common Stock, as applicable), such Fair Market Value to be determined as follows:


 


(a)            If
traded on a national securities exchange or through the Nasdaq Capital Market, the Fair Market Value shall be deemed to be the
average of the closing prices of the securities on such exchanges over the thirty (30) day period ending three (3) days prior
to the closing. If actively traded over the counter, the value shall be deemed to be the average of the closing bid or sales prices
(whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing;


 



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(b)          In
the event that this Warrant is exercised in connection with the IPO, the Fair Market Value shall be the per share offering price
to the public of the IPO; or


 


(c)          If
at any time such security is not listed on any national securities exchange or the Nasdaq Capital Market or quoted in the over-the-counter
markets, and this Warrant is not being exercised in connection with the IPO, the Fair Market Value shall be the fair value thereof,
as determined jointly and in good faith by the Company’s Board of Directors and the Registered Holder of the Warrants then
remaining outstanding. If such parties are unable to reach agreement on such fair value within a reasonable period of time, such
fair value shall be determined by an independent appraiser experienced in valuing securities jointly and in good faith selected
by the Company’s Board of Directors and the Registered Holder of the Warrants then remaining outstanding. The determination
of the appraiser shall be final and binding upon the parties and the Company shall pay the fees and expenses of such appraiser.


 


5.            Requirements
for Transfer.


 


(a)          This
Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under
the Act or (ii) such sale or transfer is exempt from the registration requirements of the Act. A transferring Registered Holder
will cause any proposed transferee of this Warrant to agree to take and hold this Warrant subject to the provisions of and upon
the conditions specified in this Warrant.


 


(b)          Each
certificate representing Warrant Shares shall bear a legend substantially in the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR UNLESS SOLD PURSUANT
TO AN EXEMPTION THEREFROM, OR EXCEPTION THERETO, AND IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS.”


 


The foregoing legend
shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as all
of the applicable conditions of Rule 144 (then in effect) are met (other than the information requirements thereof, which
shall be the responsibility of the Company to maintain and make available to prospective investors).


 



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6.           No
Impairment. The Company will not, by amendment of the Charter or through reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Preferred
Stock or Convertible Common Stock obtainable upon the exercise of this Warrant or any of the rights under the Preferred Stock
and (b) take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Preferred Stock upon the exercise of this Warrant and Convertible Common Stock upon the
exercise of any rights under the Preferred Stock.


 


7.            Notices
of Record Date, etc. In the event:


 


(a)           the
Company shall propose at any time to (i) declare any dividend or other distribution upon the outstanding shares of Preferred
Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) or (ii) grant to the holders
of Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) any right to subscribe
for or purchase any shares of stock of any class or any other securities (other than pursuant to contractual right held by such
holders), or to receive any other right; or


 


(b)            any
sale, license, or other disposition of all or substantially all of the Company’s assets (including intellectual property)
(a “Sale”), or any reorganization, consolidation, merger, sale of the voting securities of the Company
or other transaction or series of related transactions where the holders of the Company’s securities before the transaction
or series of related transactions beneficially own less than forty-nine percent (49%) of the outstanding voting securities of,
or economic interests in, the surviving entity after the transaction or series of related transactions (an “Acquisition”
and together with a Sale, a “Change of Control”);


 


(c)            the
Company proposes to file a registration statement in connection with an IPO;


 


(d)            of
any capital reorganization of the Company or any reclassification of the Company’s capital stock; or


 


(e)            of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company,


 


then, and in each such case, the Company
will mail or cause to be distributed to the Registered Holder at least seven (7) days prior to the record date specified therein
(or such shorter period approved by the Registered Holder) and at least seven (7) days prior to the effective date of such
event specified in clause (b) or (c) hereof a notice specifying, as the case may be, (i) the record date for such
dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective
date on which such Change of Control, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Preferred Stock (or such other stock or securities at the time deliverable upon the exercise
of this Warrant) shall be entitled to exchange their shares of Preferred Stock (or such other stock or securities) for securities
or other property deliverable upon such Change of Control, dissolution, liquidation or winding-up. Nothing herein shall prohibit
the Registered Holder from exercising this Warrant during the seven (7) day period commencing on the date of such notice.


 



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8.          Reservation
of Stock. The Company covenants that, for as long as this Warrant remains outstanding, the Company will at all times (a) reserve
and keep available, from its authorized and unissued Preferred Stock solely for issuance and delivery upon the exercise of this
Warrant and free of preemptive rights, such number of Warrant Shares and other securities, cash and/or property, as from time
to time shall be issuable upon the exercise of this Warrant, (b) from time to time, take all steps necessary to increase
the authorized number of shares of its Preferred Stock if at any time the authorized number of shares of Preferred Stock remaining
unissued is insufficient to permit the exercise of this Warrant, (c) reserve from its authorized and unissued shares of Common
Stock a sufficient number of shares of Common Stock to provide for the Convertible Common Stock and (iv) take all steps necessary
to increase the number of shares of Common Stock to provide sufficient reserves of shares of Convertible Common Stock.


 


9.             Issuance
Upon Exercise. All shares of Preferred Stock and Convertible Common Stock issuable upon exercise of this Warrant or any rights
under the Preferred Stock, as applicable, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions
on transfer, other than restrictions on transfer under any agreement between the Registered Holder and the Company and under applicable
state and federal securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions
as may be necessary to ensure that all such shares of Preferred Stock and Convertible Common Stock may be so issued without violation
of any applicable law or governmental regulation or any requirements of any domestic stock exchange upon which shares of Preferred
Stock or Convertible Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by
the Company upon each such issuance).


 


10.          Exchange
of Warrants. Upon the surrender by the Registered Holder to the Company, the Company will, subject to the provisions of Section 5
hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or
Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder may direct (in which case such transferee
shall become a Registered Holder), calling in the aggregate on the face or faces thereof for the number of shares of Preferred
Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant, in each case as the Registered
Holder may direct.


 


11.            Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of a Registered Holder shall be
satisfactory) of the ownership and loss, theft, destruction or mutilation of any certificate evidencing this Warrant and in the
case of loss, theft or destruction, upon delivery of an unsecured indemnity agreement of the Registered Holder, or in the case
of mutilation, upon surrender and cancellation of such certificate, the Company shall, at its expense, execute and deliver in
lieu of such certificate, a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed
or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.


 


12.             Transfers, etc.


 


(a)            The
Company shall keep and properly maintain a register (the “Warrant Register”) at its principal executive
office containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address
as shown on the warrant register by written notice to the Company requesting such change.


 



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(b)           Subject
to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal
executive office of the Company.


 


(c)            Until
any transfer of this Warrant is made in the Warrant Register, the Company may treat the Registered Holder as the absolute owner
hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company
may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.


 


(d)             The
Company shall not close its books against the transfer of this Warrant or any share of Preferred Stock issued or issuable upon
the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time
to time take all such action as may be necessary to ensure that the par value per share of the unissued Preferred Stock acquirable
upon exercisable of this Warrant is at all times equal to or less than the Exercise Price then in effect.


 


13.          Distributing
of Notices, etc. Any notice, request, demand or other communication required or permitted to be given to a party pursuant
to the provisions of this Agreement will be in writing and will be effective and deemed given under this Agreement on the earliest
of: (a) the date of personal delivery, (b) the date of transmission by electronic mail and (c) two (2) days
after deposit with a nationally-recognized courier or overnight service such as Federal Express, and shall in all cases be accompanied
by an electronic mail notice. All notices not delivered personally, by facsimile or by electronic mail will be sent with postage
and other charges prepaid and properly addressed to the party to be notified at the address set forth for such party:


 


If to a Registered Holder:


 


KENNEDY LEWIS CAPITAL PARTNERS
MASTER FUND II LP


80 Broad Street


22nd Floor


New York, NY 10004


Attention: Richard Gumer


Email: [XXX]


 


With a copy to (which does not
constitute notice):


 


Akin Gump Strauss Hauer &
Feld LLP


One Bryant Park


Bank of America Tower


New York, NY 10036-6745


Phone: 212-872-1000


Attn: Daniel Fisher


Email: [XXX]


 



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If to the Company:


 


RAPID MICRO BIOSYSTEMS, INC.


1001 Pawtucket Blvd. West


Lowell, MA 01854


Attn: Chief Financial Officer


Email: [XXX]


 


With a copy to (which does not
constitute notice):


 


Latham & Watkins LLP


200 Clarendon Street, 27th
Floor


Boston, MA 02116


Phone: 617-948-6083


Attn: Stephen W. Ranere


Email: [XXX]


 


Any party hereto (and
such party’s permitted assigns) may change such party’s address for receipt of future notices hereunder by giving written
notice to the Company and the other parties hereto.


 


14.            No
Rights or Liabilities as Stockholder; Lock-Up Agreement.


 


(a)            Other
than as otherwise provided in this Warrant, prior to exercise of this Warrant, the Registered Holder shall not be entitled to any
rights of a stockholder with respect to the Warrant Shares, including (without limitation) the right to vote such shares, receive
dividends or other distributions thereon, exercise preemptive rights, be notified of stockholder meetings, or be entitled to any
stockholder notice or other communication concerning the business or affairs of the Company.


 


(b)             In
the event (i) (x) the Company effects a split of the Common Stock or Preferred Stock by means of a stock dividend and
(y) the Exercise Price of the Warrants and the number of any of the securities as to which purchase rights under this Warrant
exist are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and
(ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend,
then the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to any shares
of the securities as to which purchase rights under this Warrant or the Preferred stock, as applicable, exist and are or could
be acquired upon the exercise of this Warrant and the exercise of any rights under the Preferred Stock, as applicable, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.


 



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(c)            The
Registered 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, and ending on the date specified by the Company and the managing
underwriter (such period not to exceed one hundred eighty (180) days, which period may be extended upon the request of the managing
underwriter, but only to the extent required by any FINRA rules, for an additional period of up to thirty-four (34) days if the
Company issues or proposes to issue an earnings or other public release within thirty-four (34) days of the expiration of the 180-day
lockup period), (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 such offering or (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other
securities, in cash, or otherwise. The foregoing provisions of this Section 14(c) shall apply only to the IPO,
shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the
Registered Holder only if all officers, directors and stockholders who
individually own more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion
into Common Stock of all outstanding shares of the Company’s preferred stock) are subject to the same restrictions. Any discretionary
waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata
to the Registered Holder, based on the number of shares subject to such agreements. The underwriters in connection with such registration
are intended third-party beneficiaries of this Section 14(c) and shall have the right, power, and authority to
enforce the provisions hereof as though they were a party hereto. The Registered 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 Section 14(c) or
that are necessary to give further effect thereto.


 


15.            Amendment
or Waiver; Expiration. Any term of this Warrant may be amended or waived upon the written consent of the Company, on the one
hand, and KLIM, on the other hand. Unless earlier exercised in full or terminated in accordance with the terms hereof, this Warrant
shall automatically expire and be of no further force or effect on the tenth anniversary of the Date of Issuance.


 


16.            Successors
and Assigns. This Warrant shall be binding upon and inure to the benefit of the Registered Holder and its assigns, and shall
be binding upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the
Company’s assets. The Company may not assign this Warrant or any rights or obligations hereunder without the prior written
consent of the Registered Holder. The Registered Holder may assign this Warrant without the Company’s prior written consent.


 


17.            Remedies.
In the event of a breach by either party of any of its obligations under this Warrant, the non-breaching party, in addition to
being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. Each party agrees that monetary damages would not provide adequate compensation for any losses
incurred by reason of its breach of any of the provisions of this Warrant and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.


 



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18.            Section Headings.
The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.


 


19.         Counterparts.
This Warrant may be executed and delivered by facsimile or portable document format (.pdf) and may be executed in counterparts,
each of which will be deemed an original but all of which together will constitute one and the same instrument.


 


20.             Severability.
The provisions of this Warrant will be deemed severable and the invalidity or unenforceability of any provision hereof will not
affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Warrant, as
applied to any party or to any circumstance, is adjudged by a court, governmental body, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties agree that the court, governmental body, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


21.            Titles
and Subtitles. The article and section headings contained in this Warrant are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Warrant.


 


22.           Third
Parties. Nothing in this Warrant, express or implied, is intended to confer upon any person other than the parties hereto
and their successors and assigns, any rights or remedies under or by reason of this Warrant.


 


23.            Governing
Law and Jurisdiction. This Warrant and the performance of the transactions and the obligations of the parties hereunder will
be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice
of law or conflict of law principles.


 


24.            Representations
and Warranties of the Company. The Company hereby represents and warrants to the Registered Holder that (i) it has the
corporate power and authority to execute this Agreement and consummate the transactions contemplated by this Agreement, (ii) there
are no statutory or contractual stockholders’ preemptive rights or rights of refusal with respect to the issuance of any
Warrants that have not been satisfied or waived and (iii) the execution and delivery by the Company of this Agreement and
the issuance of the shares of Preferred Stock upon exercise of any Warrant and the Convertible Common Stock do not and shall not
(A) conflict with or result in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result
in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets pursuant
to, (D) result in a violation of, or (E) require any authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the Company’s
governing documents or any law in effect as of the date hereof to which the Company is subject, or any agreement, instrument, order,
judgment or decree to which the Company is subject as of the date hereof, except for any such authorization, consent, approval,
notice or exemption required under applicable securities laws.


 



    11


     


    

 


25.            Representations
and Warranties of the Holder. The Registered Holder represents and warrants to the Company as follows:


 


(a)            This
Warrant and the Warrant Shares to be acquired upon exercise of this Warrant by the Registered Holder will be acquired for investment
for the Registered Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act.


 


(b)            The
Registered Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed
investment decision with respect to the acquisition of this Warrant and its underlying securities. The Registered Holder further
has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering
of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Registered Holder
or to which the Registered Holder has access.


 


(c)            The
Registered Holder understands that the acquisition of this Warrant and its underlying securities involves substantial risk. The
Registered Holder has experience as an investor in securities of companies of a similar size and stage of development as the Company
and acknowledges that the Registered Holder can bear the economic risk of such Registered Holder’s investment in this Warrant
and its underlying securities and has such knowledge and experience in financial or business matters that the Registered Holder
is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting
personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and
duration that enables the Registered Holder to be aware of the character, business acumen and financial circumstances of such persons.


 


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


 


(e)           The
Registered Holder understands that this Warrant and the Warrant Shares issuable upon exercise hereof have not been registered under
the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Registered Holder’s investment intent as expressed herein. The Registered Holder understands that this Warrant and
the Warrant Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified
under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN
WITNESS WHEREOF, the parties have executed this Warrant as of the Date of Issuance.


 


	 	/s/ Robert Spignesi
	 	Name:	Robert Spignesi
	 	Title:	President and Chief Executive Officer




 


[Signature
Page to Series C1 Warrant Agreement]


 






     


     


    

 





IN
WITNESS WHEREOF, the parties have executed this Warrant as of the Date of Issuance.


 


	 	REGISTERED HOLDER: KENNEDY LEWIS
    CAPITAL PARTNERS MASTER FUND II LP
	 	 
	 	By: KENNEDY LEWIS GP II, LLC, its general partner
	 	 
	 	By: /s/ Anthony Pasqua
	 	Name:	Anthony Pasqua
	 	Title:	Authorized Signatory




 


[Signature
Page to Series C1 Warrant Agreement]


  



    


     


    

 


EXHIBIT A


 


PURCHASE FORM


 


	To:	 	 	 	Dated:	 




 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase _____ shares of the Preferred
Stock covered by such Warrant.


 


The undersigned herewith
makes payment of the full exercise price for such shares at the price per share provided for in such Warrant.


 


By its execution below
and for the benefit of the Company, the undersigned hereby restates each of the representations and warranties in Section 25
of such Warrant as of the date hereof.


 


	 	[	 	]




 


 


	 	Name:
	 	Title:




 


		Address:	
	 	 	 



 



    


     


    

 





EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED,
________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached
Warrant (No. ____) with respect to the number of shares of Preferred Stock covered thereby set forth below, unto:


 


	Name of Assignee	Address	No. of Shares
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	Dated:	 	 




 


	 	[		]




 


	 	Name:
	 	Title: