Exhibit 10.16

ExecutionVersion

SECONDAMENDEDANDRESTATEDRIGHTOFFIRSTREFUSAL AND CO-SALE AGREEMENT

THISSECONDAMENDEDANDRESTATEDRIGHTOFFIRSTREFUSALAND

CO-SALE AGREEMENT (this “Agreement”), is made as of April 5, 2023 by and among Nth Cycle,Inc.,aDelawarecorporation(the“Company”),eachholderoftheSeriesSeedPreferredS tock, par value $0.0001 per share of the Company, listed on Schedule A hereto (a “Series Seed I nvestor” and, together, the “Series Seed Investors”), each holder of the Series A Preferred Stock, par value $0.0001 per share of the Company, listed on Schedule Ahereto (a “Series A Investor” and, together, the “Series A Investors”), each holder of Series B Preferred Stock, par value$0.0001pershare oftheCompany,listedonScheduleAhereto(a “SeriesBInvestor” and togetherthe“SeriesBInvestors”andwitheachSeriesSeed Investorand eachSeriesAInvestor, an “Investor” and, together, the “Investors”), and the Key Holders (as defined below) listed on Schedule B.

WHEREAS,theCompany,theKeyHolders,theSeriesSeedInvestors,andtheSeriesA Investors (together with Series Seed Investors, the “Existing Investors”) are parties to that certainAmendedRightofFirstRefusal andCo-SaleAgreement,datedasofDecember17,2021 (the “Prior Agreement”), in connection with the purchase of shares of Series Seed Preferred Stock of the Company, par value $0.0001 per share (the “Series Seed Preferred Stock”) and shares of Series A Preferred Stock of the Company, par value $0.0001 per share (the “Series A Preferred Stock”);

WHEREAS,eachKey HolderisthebeneficialownerofthenumberofsharesofCapital Stock,orofoptionstopurchaseCommonStock,setforthoppositethenameofsuchKeyHolder on Schedule B;

WHEREAS, the Company and certain of the Investors (the “Series B Purchasers”) are parties to that certain Series B Preferred Stock Purchase Agreement, of even date herewith (the “PurchaseAgreement”),pursuanttowhichsuchInvestorshaveagreedtopurchasesharesofthe Series B Preferred Stock of the Company, par value $0.0001 per share (“Series B Preferred Stock”);

WHEREAS,itisaconditiontoclosingofthetransactionscontemplatedbythePurchase Agreement that the Prior Agreement be amended and restated in its entirety in the form of this Agreement;

WHEREAS,theKeyHoldersandtheCompanydesiretofurtherinducetheSeriesB Purchasers to purchase the Series B Preferred Stock; and

WHEREAS,thePriorAgreementmaybeamendedbyawritteninstrumentexecutedby (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock (as defined in the Prior Agreement) then held by all of the Key Holders who are then providing services to the Company as officers, employees or consultants, and (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then (i) outstanding sharesofSeriesSeedPreferredStockandSeriesAPreferredStockheldbytheInvestors(voting as a single separate class and on an as-converted basis) and (ii) outstanding shares of Series A PreferredStockheldbytheInvestors(votingasaseparateseries),andthesignatorieshereto include such parties.

ExecutionVersion

NOW, THEREFORE, the Company, the Key Holders and the Investors, including the ExistingInvestors,eachherebyagreetoamendandrestatethePriorAgreementinitsentiretyas set forth herein, and the parties hereto further agree as follows:

Definitions.

“Affiliate”means, with respect to any specified Investor, any other Investor who directly orindirectly,controls,iscontrolledbyorisundercommoncontrolwithsuchInvestor,including, without limitation, any general partner, managing member, officer, director or trustee of such Investor, or any venture capital fund or registered investment company now or hereafter existing which is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Investor.

“BoardofDirectors”meanstheboardofdirectorsoftheCompany.

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

“ChangeofControl”meansatransactionorseriesofrelatedtransactionsinwhicha person, or a group of related persons, acquires from stockholders of the Company shares representingmorethanfiftypercent(50%)oftheoutstandingvotingpoweroftheCompany.

“CommonStock”meanssharesofCommonStockoftheCompany,parvalue$0.0001 per share.

“Company Notice”means written noticefrom theCompany notifying theselling Key HoldersandeachInvestorthattheCompanyintendstoexerciseitsRightofFirstRefusalasto some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.

“Investor Notice” means written notice from any Investor notifying the Company and thesellingKeyHolder(s)thatsuchInvestorintendstoexerciseitsSecondaryRefusalRightasto a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

“Investors” means the persons named on Schedule Ahereto, each person to whom the rightsofanInvestorareassignedpursuanttoSubsection6.9,eachpersonwhohereafterbecomes a signatory to this Agreement pursuant to Subsection 6.11and any one of them, as the context may require.

“Key Holders” means the persons named on Schedule Bhereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomesasignatorytothisAgreementpursuanttoSubsection6.9or6.17andanyoneofthem, as the context may require.

“PreferredStock”meanscollectively,allsharesofSeriesSeedPreferredStock,Series A Preferred Stock, and Series B Preferred Stock.

ExecutionVersion

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

“ProposedTransferNotice”meanswrittennoticefromaKeyHoldersettingforththe terms and conditions of a Proposed Key Holder Transfer.

“ProspectiveTransferee”meansanypersontowhomaKeyHolderproposestomakea Proposed Key Holder Transfer.

“RestatedCertificate”meanstheCompany’sSecondAmendedandRestatedCertificate of Incorporation, as amended and/or restated from time to time.

“RightofCo-Sale”meanstheright,butnotanobligation,ofanInvestortoparticipatein a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

“RightofFirstRefusal” means theright, but not an obligation, oftheCompany, orits permittedtransfereesorassigns,topurchasesomeoralloftheTransferStockwithrespecttoa ProposedKeyHolderTransfer,onthetermsand conditionsspecifiedintheProposedTransfer Notice.

“SecondaryNotice”meanswrittennoticefromtheCompanynotifyingtheInvestorsand theselling Key Holderthat theCompany does not intend to exerciseits Right ofFirst Refusal as to all shares ofany TransferStock with respect to aProposed Key HolderTransfer, on theterms and conditions specified in the Proposed Transfer Notice.

“Secondary Refusal Right” means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then heldbyallInvestors)ofanyTransferStocknotpurchasedpursuanttotheRightofFirstRefusal, on the terms and conditions specified in the Proposed Transfer Notice.

“Transfer Stock” means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split,stockdividend,recapitalization,reorganization,orthelike),butdoesnotincludeanyshares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

“Undersubscription Notice” means written notice from an Investor notifying the CompanyandthesellingKeyHolderthatsuchInvestorintendstoexerciseitsoptiontopurchase alloranyportionoftheTransferStocknotpurchasedpursuanttotheRightofFirstRefusalor the Secondary Refusal Right.

AgreementAmongtheCompany,the InvestorsandtheKeyHolders.

2.1.

RightofFirst Refusal.

(a) Grant.Subject to the terms of Section 3below, each Key Holder hereby unconditionally and irrevocably grants to the Company a Right of First Refusal to purchase alloranyportionofTransferStockthatsuchKeyHoldermayproposetotransferina ProposedKeyHolderTransfer,atthesamepriceandonthesametermsandconditionsasthose offered to the Prospective Transferee.

ExecutionVersion

(b) Notice.Each Key Holder proposing to make a Proposed Key Holder Transfer must deliver a Proposed Transfer Notice to the Company and each Investor not later than forty-five (45) days prior to the consummation of such Proposed Key Holder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Key Holder Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Key Holder Transfer.To exercise its Right of First Refusal under this Section 2, the Company must deliver a Company Notice to the selling Key Holder and the Investors within fifteen (15) days after delivery of the Proposed Transfer Notice specifying the number of shares of Transfer Stock to be purchased by the Company.In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Key Holder with the Company that contains a preexisting right of first refusal, the Company and the Key Holder acknowledge and agree that the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by compliance with Subsection 2.1(a)and this Subsection 2.1(b).In the event of a conflict between this Agreement andtheCompany’sBylawscontainingapreexistingrightoffirstrefusal,thetermsoftheBylaws will control and compliance with the Bylaws shall be deemed compliance with this Subsection2.1(a)and 2.1(b)in full.

(c) Grant of Secondary Refusal Right to the Investors.Subject to the terms of Section 3below, each Key Holder hereby unconditionally and irrevocably grants to the Investors a (i) Secondary Refusal Right to purchase all or any portion of the Transfer Stock not purchased by theCompany pursuant to theRight of First Refusal, as provided in this Subsection2.1(c), or (ii) right to sell a proportionate part of their shares on the same terms offered by the Key Holder proposing to make a Proposed Key Holder Transfer.If the Company does not provide the Company Notice exercising its Right of First Refusal with respect to all Transfer StocksubjecttoaProposedKeyHolderTransfer,theCompanymustdeliveraSecondaryNotice to the selling Key Holder and to each Investor to that effect no later than fifteen (15) days after the selling Key Holder delivers the Proposed Transfer Notice to the Company.To exercise its Secondary Refusal Right, an Investor must deliver an Investor Notice to the selling Key Holder and the Company within ten (10) days after the Company’s deadline for its delivery of the Secondary Notice as provided in the preceding sentence.

(d) Undersubscription of Transfer Stock.If options to purchase have been exercised by the Company and the Investors pursuant to Subsections 2.1(b) and (c) with respecttosomebutnotalloftheTransferStockbytheendoftheten (10)dayperiodspecifiedin the last sentence of Subsection 2.1(c)(the “Investor Notice Period”), then the Company shall, within five (5) days after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”).Each Exercising Investor shall, subject to the provisions of this Subsection 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice.To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Subsection 2.1(d)shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without givingeffect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice).If the options to purchase the remaining sharesareexercisedinfullbytheExercisingInvestors,theCompanyshallimmediatelynotifyall of the Exercising Investors and the selling Key Holder of that fact.

ExecutionVersion

(e) Forfeiture of Rights.Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total numberofsharesofTransferStock,thentheCompanyandtheInvestorsshallbedeemedtohave forfeited any right to purchase such Transfer Stock, and the selling Key Holder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee on terms and conditionssubstantiallysimilarto(andinnoevent morefavorablethan)thetermsandconditions set forth in theProposed TransferNotice, it being understood and agreed that (i)any such saleor transfer shall be subject to the other terms and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Subsections 2.2and 6.9(b); (ii) any future Proposed Key Holder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.

(f) Consideration; Closing.If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice.If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay thecash valueequivalent thereof, as determined in good faith by theBoard ofDirectors and as set forth in the Company Notice.The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the InvestorsshallhavebeendeliveredtothesellingKeyHolder,bythelaterof(i)thedatespecified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii)forty-five (45)daysafterdeliveryoftheProposedTransferNotice.

2.2.

RightofCo-Sale.

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

(b) Shares Includable.Each Participating Investor may include in the ProposedKeyHolderTransferalloranypartofsuchParticipatingInvestor’sCapitalStockequal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subjecttotheProposedKeyHolderTransfer(excludingsharespurchased bytheCompanyorthe Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Participating Investor immediately before consummation of the Proposed Key Holder Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Key Holder Transfer, plus the number of shares of Transfer Stock held by the Key Holders.To the extent one (1) or more of the Participating Investors

ExecutionVersion

exercise such right of participation in accordancewiththetermsandconditionssetforthherein,thenumberofsharesofTransferStock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.

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

(d) AllocationofConsideration.

(i) Subject to Subsection 2.2(d)(ii), the aggregate considerationpayabletotheParticipatingInvestorsandthesellingKeyHoldershallbeallocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each ParticipatingInvestorandthesellingKeyHolderasprovidedinSubsection2.2(b),providedthat if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

(ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate (and, if applicable, the next sentence) as if (A) such transferwere aDeemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding.In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of suchcontingenciesshallbeallocatedinaccordancewithSections2.1and2.2ofArticleIV(B)of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

(e) Purchase by Selling Key Holder; Deliveries.Notwithstanding Subsection 2.2(c)above, if any Prospective Transferee or Transferees refuse(s) to purchase securitiessubjecttotheRightofCo-SalefromanyParticipatingInvestororInvestorsoruponthe failure to negotiate a Purchase and Sale Agreement reasonably satisfactory to the Participating Investors, no Key Holder may sell any Transfer Stock to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Key Holder purchases all securities subject to the Right of Co-Sale from such Participating Investor or Investors on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Subsection 2.2(d)(i); provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling Key Holder to such Participating Investor or Investors shall be made in accordance with the first

ExecutionVersion

sentence of Subsection 2.2(d)(ii).In connection with such purchase by the selling Key Holder, such Participating Investor or Investors shall deliver to the selling Key Holder any stock certificate or certificates, properly endorsed for transfer, representing the Capital Stock being purchased by the selling Key Holder (or request that the Company effect such transfer in the name of the selling Key Holder).Any such shares transferred to the selling Key Holder will be transferred to the Prospective Transferee against payment therefor in consummation of the saleof the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the selling Key Holder shall concurrently therewith remit or direct payment to each such Participating Investor the portion of the aggregate consideration to which each such Participating Investor is entitled by reason of its participation in such sale as provided in this Subsection 2.2(e).

(f) Additional Compliance.If any Proposed Key Holder Transfer is notconsummatedwithinforty-five(45)days afterreceiptoftheProposedTransferNoticebythe Company, the Key Holders proposing the Proposed Key Holder Transfer may not sell any Transfer Stock unless they first comply in full with each provision of this Section 2.The exerciseorelection not to exerciseany right by any Investorhereundershall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Subsection 2.2.

2.3.

EffectofFailuretoComply.

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

(b) Violation of First Refusal Right.If any Key Holder becomes obligatedtosellanyTransferStocktotheCompanyorany InvestorunderthisAgreementand fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Companyand/orsuchInvestormay,atitsoption,inadditiontoallotherremediesitmayhave, send to such Key Holder the purchase price for such Transfer Stock as is herein specified and transfertothenameoftheCompanyorsuch Investor(orrequestthattheCompanyeffectsuch transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

(c) ViolationofCo-SaleRight.If anyKey Holderpurportstosellany Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Investor who desires to exercise its Right of Co-Sale under Subsection 2.2may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Participating Investor the type and number of shares of Capital Stock that such Participating Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Subsection 2.2.The sale will be made on the same terms, including, without limitation, as provided in Subsection 2.2(d)(i)and the first sentence ofSubsection 2.2(d)(ii), as applicable, and subject to thesameconditionsaswouldhaveappliedhadtheKeyHoldernotmadetheProhibitedTransfer, except that the sale (including, without limitation, the delivery of the

ExecutionVersion

purchase price) must be madewithinninety(90)daysaftertheParticipatingInvestorlearnsoftheProhibitedTransfer,as opposed to the timeframe proscribed in Subsection 2.2.Such Key Holder shall also reimburse each Participating Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Investor’s rights under Subsection 2.2.

ExemptTransfers.

3.1 Exempted Transfers.Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 2.1and 2.2shall not apply (a) in thecase of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stockandpursuanttoanagreementcontainingvestingand/orrepurchaseprovisionsapprovedby a majority of the Board of Directors, (c) to a pledge of Transfer Stock that creates a meresecurity interest in the pledged Transfer Stock, providedthat the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Key Holder making such pledge, (d) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by the Board of Directors, or any custodian or trustee ofanytrust,partnershiporlimitedliabilitycompanyforthebenefitof,ortheownershipinterests ofwhichareowned whollybysuchKeyHolderoranysuchfamilymembersor(e)tothesaleby the Key Holder of up to five percent (5%) of the Transfer Stock held by such Key Holder as of the date that such Key Holder first became party to this Agreement; providedthat in the case of clause(s) (a), (c) or (d), the Key Holder shall deliver prior written notice to the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the termsandrestrictionsset forthinthisAgreementandsuchtransfereeshall,asaconditiontosuch issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all theterms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2; and providedfurtherin the case of any transfer pursuant to clause (a) or (d) above,that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

3.2 Exempted Offerings.Notwithstanding the foregoing or anything to the contraryherein,theprovisionsofSection2shallnotapplytothesaleofanyTransferStock(a) to the public in an offering pursuant to an effective registration statement under the Securities Actof1933,asamended(a“PublicOffering”);or(b)pursuanttoaDeemedLiquidationEvent (as defined in the Restated Certificate).

3.3 Prohibited Transferees.Notwithstanding the foregoing, no Key Holder shall transfer any Transfer Stock to (a) any entity which, in the determination of the Board of Directors,directlyorindirectlycompeteswiththeCompany;or(b)anycustomer,distributoror supplier of the Company, if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier.

ExecutionVersion

4. Legend.Each certificate, instrument, or book entry representing shares of TransferStockheldbytheKeyHoldersorissuedtoanypermittedtransfereeinconnectionwith a transfer permitted by Subsection 3.1hereof shall be notated with the following legend:

THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTEDHEREBYIS SUBJECTTO,ANDINCERTAIN CASES PROHIBITEDBY,THETERMS ANDCONDITIONS OFACERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHERHOLDERSOFSTOCKOFTHECORPORATION.COPIESOFSUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares notated with the legend referred to in this Section 4above to enforce theprovisionsofthisAgreement,andtheCompanyagreestopromptlydoso.Thelegendshall be removed upon termination of this Agreement at the request of the holder.

Lock-Up.

5.1 Agreement to Lock-Up.Each Key Holder hereby agrees that it will not, withoutthepriorwrittenconsentofthemanagingunderwriter,duringtheperiodcommencingon the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days)(a) lend, offer, pledge, sell, contract to sell, sell any option orcontract to purchase, purchase any option orcontract to sell, grant any option, right orwarrant topurchase,orotherwisetransferordisposeof,directlyorindirectly,anysharesofCapitalStock held immediately prior to the effectiveness of the registration statement for the IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise.The foregoing provisions of this Section 5shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicableto theKey Holders if all officers, directors and holders of morethan one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements.The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5or that are necessary to givefurther effect thereto.

5.2 StopTransferInstructions.Inordertoenforcetheforegoingcovenant,the Company may impose stop-transfer instructions with respect to the shares of Capital Stock of each Key Holder (and transferees and assignees thereof) until the end of such restricted period.

Miscellaneous.

6.1 Term.ThisAgreementshallautomaticallyterminateupontheearlierof (a)immediatelypriortotheconsummationoftheCompany’sIPO;and(b)theconsummationof a Deemed Liquidation Event (as defined in the Restated Certificate).

ExecutionVersion

6.2 StockSplit.AllreferencestonumbersofsharesinthisAgreementshall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

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

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

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

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 (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.All communications shall be sent to the respective parties at their address as set forth on Schedule Aor Schedule Bhereof, as the case may be, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.5.

ExecutionVersion

If notice is given to the Company, it shall be sent to [***], Attn:ChiefExecutiveOfficer;and acopy(which shallnotconstitutenotice)shallalsobesentto Foley Hoag LLP, 155 Seaport Blvd., Boston, MA 02210, Attn: Mark A. Barnett, Esq.; and if noticeisgiventotheInvestors,acopyshallalsobegiventoeachof(i)MassMutual,[***], Attn: Andrew Dickey, Esq., and (ii) California Counsel Group, Inc., 949 W. Hawthorn Street, Suite 11, San Diego, CA 92101, Attn: Matt Steiner, Esq.

(b) Consent to Electronic Notice.Each Investor and Key Holder consents to thedelivery ofany stockholdernotice pursuant to theDelaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of theDGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company.Totheextent thatanynoticegivenby meansofelectronictransmissionisreturnedor undeliverableforanyreason,theforegoingconsentshallbedeemedtohavebeenrevokeduntila neworcorrectedelectronicmailaddresshasbeenprovided,andsuchattemptedelectronicnotice shallbeineffectiveanddeemedtonothavebeengiven.Each Investorand KeyHolder agreesto promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

6.6 Entire Agreement.This Agreement (including the Schedules hereto) constitutes thefull and entireunderstanding and agreement between theparties with respect to thesubjectmatterhereof,andanyotherwrittenororalagreementrelatingtothesubjectmatter hereof existing between the parties are expressly canceled.

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

6.8 Amendment; Waiver and Termination.This Agreement may beamended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of anyterm hereofmay bewaived (eithergenerally orin aparticularinstance and eitherretroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders holding a majority of the shares of Transfer Stock then held by all of the Key Holders who are thenprovidingservicestotheCompanyasofficers,employeesorconsultants,and(c)theholders of a majority of the shares of Common Stock issued or issuable upon conversion of each of the then (i) outstanding shares of Preferred Stock held by the Investors (voting as a single separate class and on an as-converted basis), (ii) outstanding shares of Series A Preferred Stock held by the Investors (voting as a separate series), and (iii) outstanding shares of Shares B Preferred Stock held by the Investors (voting as a separate series). Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver.Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such

ExecutionVersion

amendment, modification, termination or waiver applies to all Investors and Key Holders, respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders, (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto and (v) Schedule B hereto maybeamendedbythe CompanyfromtimetotimetoaddinformationregardingadditionalKey Holders in accordance with Subsection 6.17without the consent of the other parties hereto.The Companyshallgivepromptwrittennoticeofanyamendment,modificationorterminationhereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver.No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

6.9 AssignmentofRights.

(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express orimplied, is intended to conferupon any party otherthan the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations,orliabilitiesunderorbyreasonofthisAgreement,exceptasexpresslyprovidedin this Agreement.

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

(c) TherightsoftheInvestorshereunderarenotassignablewithoutthe Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires at least the number of shares of Capital Stock as would cause such transferee to qualify as a “Major Investor” (as defined in that certain Amended and Restated Investors’ Rights Agreement, by and among the Company and the other parties thereto, dated on or about the date hereof, as may be amended or amended and restated from time to time) (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction), it being acknowledged and agreed that any such assignment, including an assignment contemplated by the preceding clauses (i) or (ii) shall be subject to and conditioned upon any such assignee’s delivery to the Company and the other Investors of a counterpart signature page hereto pursuant to which such assigneeshallconfirmtheiragreementtobesubjecttoandboundbyalloftheprovisionsset forth in this Agreement that were applicable to theassignor of such assignee.

(d) ExceptinconnectionwithanassignmentbytheCompanyby operationoflawtotheacquireroftheCompany,therightsandobligationsoftheCompany hereunder may not be assigned under any circumstances.

ExecutionVersion

6.10 Severability.Theinvalidityorunenforceabilityofanyprovisionhereof shall in no way affect the validity or enforceability of any other provision.

6.11 AdditionalInvestors.Notwithstandinganythingtothecontrarycontained 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.

6.12 GoverningLaw.ThisAgreementshallbegovernedbytheinternallawof the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

6.13 TitlesandSubtitles.ThetitlesandsubtitlesusedinthisAgreementare used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.14 Counterparts.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)orothertransmissionmethodandanycounterpartsodelivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.15 Aggregation of Stock.All shares of Capital Stock held or acquired by Affiliated entities or persons shall be aggregated together for the purpose of determining the availabilityofanyrightsunderthisAgreementandsuchAffiliatedpersonsmayapportionsuch rights as among themselves in any manner they deem appropriate.

6.16 SpecificPerformance.In additiontoanyandallotherremediesthatmay be available at law in the event of any breach of this Agreement, each Investor shall be entitled tospecificperformanceoftheagreementsandobligationsoftheCompanyandtheKeyHolders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

6.17 Additional Key Holders.In the event that after the date of thisAgreement, the Company issues shares of Common Stock, or options to purchase Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee orconsultant (taking into account all shares ofCommon Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Company shall, as a condition to such issuance,cause such employee or consultant to execute a counterpart signature page hereto as a Key Holder,andsuchperson shalltherebybeboundby,andsubjectto,allthetermsandprovisionsof this Agreement applicable to a Key Holder.

6.18 Effect on Prior Agreement.Upon the execution and delivery of this AgreementbytheCompany,theKeyHoldersholdingamajorityininterestoftheTransferStock and the holders of at least a majority in interest of the Capital Stock held by those Investors who are party to the Prior Agreement (measured before giving effect to any purchase of shares of Series B Preferred Stock by such Investors), the Prior Agreement automatically shall terminate and be of no further force and effect and shall be amended and restated in its entirety as set forth in this Agreement.

[RemainderofPageIntentionallyLeftBlank]