SeeQC S-4 registers shares for proposed Allegro merger, PIPE and executive agreements

### S-4 - REGISTRATION STATEMENT
S-4
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ea0278139-04.htm
REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 26 , 2026 .

Registration No.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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S ee QC, I nc .
(Exact Name of Registrant as Specified in Its Charter)

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Delaware

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7374

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82-5117037

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(State or other jurisdiction of

Incorporation or Organization)

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(Primary Standard Industrial

Classification Code Number)

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(I.R.S. Employer

Identification Number)

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150 Clearbrook Road
Suite 170
Elmsford, New York 10523

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(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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John Levy
150 Clearbrook Road
Suite 170
Elmsford, New York 10523

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(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a copy to:

Stephen P. Alicanti
Jon Venick
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
(212) 335 -4500

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John Levy
150 Clearbrook Road
Suite 170
Elmsford, New York 10523

(        )         -

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Jeffrey M. Gallant
Eric T. Schwartz
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818 -8800

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Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or
waiver of all other conditions to the closing of the Merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b -2 of the Exchange Act.

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Large accelerated filer

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☐

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Accelerated filer

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☐

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Non-accelerated filer

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☒

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Smaller reporting company

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☒

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Emerging growth company

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☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e -4 (i) ( Cross -Border Issuer Tender Offer) ☐

Exchange Act Rule 14d -1 (d) ( Cross -Border Third -Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this document is not complete and may be changed. SeeQC, Inc. may not issue the securities described herein until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 26 , 2026

SEEQC, INC.

PROSPECTUS FOR ISSUANCE OF UP TO 6,434,293 SHARES OF COMMON STOCK OF SEEQC, INC.

Dear Stockholders and Warrant Holders of Allegro Merger Corp. (“Allegro”):

On January 16, 2026, Allegro entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SeeQC, Inc., a Delaware corporation (“SEEQC”), and SEEQC Merger Sub, Inc., a Delaware corporation and a wholly -owned subsidiary of SEEQC (“Merger Sub”). Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”). As a result of the Merger, Allegro will become a direct, wholly -owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC. At the closing of the Merger, SEEQC’s common stock is expected to be listed on The Nasdaq Global Market under the ticker symbol “SEQC”. It is a condition to the consummation of the Merger that the SEEQC Common Stock has been listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, subject to official notice of issuance.

Immediately prior to the effective time of the Merger (the “Effective Time”), all outstanding shares of preferred stock of SEEQC, par value $0.0001 per share (“SEEQC Preferred Stock”), will be mandatorily converted into shares of common stock of SEEQC, par value $0.0001 per share (“SEEQC Common Stock”), in accordance with SEEQC’s Certificate of Incorporation (the “Certificate of Incorporation”) in effect immediately before the Effective Time (the “SEEQC Preferred Stock Conversion”). Immediately following the SEEQC Preferred Stock Conversion, but prior to the Effective Time, pursuant to an amendment to the Certificate of Incorporation, the outstanding shares of SEEQC Common Stock will be split, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock (the “SEEQC Stock Split”), less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of SEEQC’s derivative securities (after taking into account any adjustments to such securities as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split). The stock options and restricted stock units of SEEQC outstanding as of the Effective Time will remain outstanding, subject to adjustment as necessary based on the SEEQC Stock Split.

At the Effective Time, each share of common stock of Allegro, par value $0.0001 per share (“Allegro Common Stock”), and each right of Allegro (“Allegro Rights”) that is issued and outstanding immediately before the Effective Time (other than shares held by Allegro, SEEQC or their subsidiaries and shares as to which statutory dissenter’s rights have been exercised) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10 th in the case of the Allegro Rights).

In connection with the Merger, Allegro is seeking to amend its redeemable common stock purchase warrants, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50 (collectively, “Allegro Warrants”), so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock (the “Allegro Warrant Amendment”). In the event that the Allegro Warrants are not amended and the Merger is consummated, SEEQC has agreed to assume them.

Simultaneous with the execution of the Merger Agreement, SEEQC and Allegro entered into subscription agreements with certain investors, pursuant to which Allegro will, substantially concurrently with, and contingent upon, the consummation of the Merger, issue shares of Allegro Common Stock to the PIPE Investors at a price of $5.00 per share and pre -funded common stock purchase warrants at a per share exercise price equal to $0.0001, for aggregate gross proceeds to Allegro of approximately $65 million (the “PIPE Investment”). The PIPE Investment is a condition to the consummation of the Merger.

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the stockholders of SEEQC (who collectively hold more than 66.7% of the SEEQC Preferred Stock and more than 50% of the capital stock of SEEQC) entered into an agreement (the “SEEQC Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of SEEQC Common Stock and SEEQC Preferred Stock beneficially held by them (i) in favor of all proposals necessary to effectuate the Merger and the other transactions contemplated by the

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Merger Agreement (the “Transactions”); and (ii) against (x) any proposal or offer from any other person (other than Allegro or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of SEEQC’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of SEEQC (other than as contemplated by the Merger Agreement). Pursuant to the SEEQC Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of SEEQC.

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into an agreement (the “Allegro Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of the Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

On April 22, 2026, Allegro and SEEQC entered into agreements (the “Allegro Warrant Support Agreements”) with holders of approximately 48.5% of the outstanding warrants of Allegro. Pursuant to the Allegro Warrant Support Agreements, the Allegro Warrant Holders party to the agreement agreed to vote or cause to be voted all Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Allegro Warrant Amendment; and (ii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to an alternative amendment to the Allegro Warrants; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Allegro Warrant Amendment or the fulfillment of Allegro’s obligations under the Allegro Warrant Amendment. Accordingly, as a result of the Allegro Support Agreement and the Allegro Warrant Support Agreements, Allegro has received the consent of an aggregate of 48.8% of the outstanding Allegro Warrants in favor of the Allegro Warrant Amendment. Pursuant to the agreement governing the Allegro Warrants, approval by 65% of the outstanding Allegro Warrants is required to effectuate the Allegro Warrant Amendment.

The board of directors of Allegro (the “Allegro Board”) has set               , 2026 as the record date for determining the holders of Allegro Common Stock and Allegro Warrants entitled to execute and deliver written consents with respect to the accompanying consent statement/prospectus.

We urge you to read the enclosed consent statement / prospectus, which includes important information about the Merger Agreement and the transactions contemplated thereby. In particular, see the section titled “ Risk Factors ” beginning on page 10 of the accompanying consent statement / prospectus.

Sincerely,

Eric S. Rosenfeld
Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying consent statement/prospectus or determined that the accompanying document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying consent statement/prospectus is dated               , 2026, and is first being mailed to stockholders and warrant holders on or about              , 2026.

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ALLEGRO MERGER CORP.
777 Third Avenue, 37 th Floor
New York, New York 10017

NOTICE OF SOLICITATION OF WRITTEN CONSENTS OF STOCKHOLDERS AND WARRANT HOLDERS

To the Stockholders and Warrant Holders of Allegro Merger Corp.:

The accompanying consent statement/prospectus is being furnished by the board of directors of Allegro Merger Corp., a Delaware corporation (“Allegro”), to the holders (the “Allegro Stockholders”) of the outstanding shares of common stock of Allegro, par value $0.0001 per share (“Allegro Common Stock”), and the holders (the “Allegro Warrant Holders”) of the redeemable common stock purchase warrants of Allegro, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50 (collectively, “Allegro Warrants”), in each case as of the close of business on               , 2026, the record date.

Written Consent of Allegro Stockholders

The accompanying consent statement/prospectus is being delivered to Allegro Stockholders as of the record date, to solicit written consent to the adoption and approval of the Agreement and Plan of Merger (the “Merger Agreement”), by and among SeeQC, Inc., a Delaware corporation (“SEEQC”), SEEQC Merger Sub, Inc., a Delaware corporation and a wholly -owned subsidiary of SEEQC (“Merger Sub”), and Allegro, pursuant to which Allegro will merge with and into Merger Sub, with Allegro surviving the merger (the “Merger”), and the approval of the transactions contemplated thereby, including the Merger (the “Merger Proposal”).

The accompanying consent statement/prospectus describes the Merger Agreement and the proposed Merger in detail and includes the complete text of the Merger Agreement attached as Annex A to this consent statement/prospectus. We urge you to read the accompanying consent statement/prospectus, including all documents incorporated by reference into the accompanying consent statement/prospectus and its annexes carefully and in their entirety. In particular, you should carefully read the section titled “ Risk Factors ” beginning on page 10 of the accompanying consent statement/prospectus for a discussion of certain risk factors relating to the Merger Agreement and the Merger.

Approval of the Merger Proposal requires the written consent of holders of at least a majority of the outstanding shares of Allegro Common Stock. Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into an agreement (the “Allegro Support Agreement”) pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock beneficially held by them in favor of all proposals necessary to effectuate the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger Proposal.

In considering the recommendation of the board of directors of Allegro (the “Allegro Board”) with respect to the Merger Proposal, you should be aware that certain of Allegro’s directors and executive officers have interests that are different from, or in addition to, the interests of Allegro Stockholders generally, as further described in the accompanying consent statement/prospectus.

An Allegro Stockholder will have the right to seek appraisal of the fair value of such stockholder’s shares of Allegro Common Stock if the Merger is completed, in lieu of receiving the per share merger consideration, but only if such Allegro Stockholder does not sign and return a written consent to the Merger Proposal and otherwise complies with the procedures of Section 262 of the Delaware General Corporation Law (“DGCL”), which is the appraisal rights statute applicable to Delaware corporations. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, Allegro will send a notice of action by written consent and appraisal rights (“Notice of Appraisal Rights”) to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future. These appraisal rights are summarized in the accompanying consent statement/prospectus. Pursuant to the Allegro Support Agreement, certain of the initial stockholders of Allegro agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

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THE ALLEGRO BOARD HAS CAREFULLY CONSIDERED THE MERGER AND THE TERMS OF THE MERGER AGREEMENT, AND HAS DETERMINED THAT THE MERGER IS ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF ALLEGRO AND ITS STOCKHOLDERS. ACCORDINGLY, THE ALLEGRO BOARD UNANIMOUSLY RECOMMENDS THAT ALLEGRO STOCKHOLDERS ADOPT AND APPROVE THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, BY EXECUTING AND DELIVERING THE APPLICABLE WRITTEN CONSENT FURNISHED WITH THE ACCOMPANYING CONSENT STATEMENT/PROSPECTUS.

Written Consent of Allegro Warrant Holders

The accompanying consent statement/prospectus is being delivered to Allegro Warrant Holders as of the record date, to solicit written consent to the adoption of an amendment to the Allegro Warrants, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock (the “Allegro Warrant Amendment”).

The accompanying consent statement/prospectus describes the Allegro Warrant Amendment in detail and includes the complete text of the Allegro Warrant Amendment attached as Annex B. We urge you to read the accompanying consent statement/prospectus, including all documents incorporated by reference into the accompanying consent statement/prospectus and its annexes carefully and in their entirety. In particular, you should carefully read the section titled “ Risk Factors ” beginning on page 10 of the accompanying consent statement/prospectus for a discussion of certain risk factors relating to the Allegro Warrant Amendment.

Approval of the Allegro Warrant Amendment requires the written consent of holders of at least sixty -five percent (65%) of the Allegro Warrants. Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold approximately 0.3% of the Allegro Warrants) entered into an agreement (the “Allegro Support Agreement”) pursuant to which they agreed to vote or cause to be voted all Allegro Warrants beneficially held by them in favor of the Allegro Warrant Amendment. On April 22, 2026, SEEQC, Allegro and certain of the holders of Allegro Warrants (who collectively hold approximately 48.8% of the Allegro Warrants) entered into agreements (the “ Allegro Warrant Support Agreements ”) pursuant to which they agreed to vote all Allegro Warrants beneficially held by them in favor of the Allegro Warrant Amendment. Accordingly, the consent of an additional 16.2% of the outstanding Allegro Warrants is needed to have the Allegro Warrant Amendment approved.

In considering the recommendation of the Allegro Board with respect to the Allegro Warrant Amendment, you should be aware that certain of Allegro’s directors and executive officers have interests that are different from, or in addition to, the interests of Allegro Warrant Holders generally, as further described in the accompanying consent statement/prospectus.

THE ALLEGRO BOARD HAS CAREFULLY CONSIDERED THE ALLEGRO WARRANT AMENDMENT, AND UNANIMOUSLY RECOMMENDS THAT ALLEGRO WARRANT HOLDERS APPROVE THE ALLEGRO WARRANT AMENDMENT, BY EXECUTING AND DELIVERING THE APPLICABLE WRITTEN CONSENT FURNISHED WITH THE ACCOMPANYING CONSENT STATEMENT/PROSPECTUS.

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If you are an Allegro Stockholder or an Allegro Warrant Holder on the record date, you are urged to complete, date and sign the applicable enclosed written consent and promptly return the completed and executed written consent by one of the means described in “ Allegro Solicitation of Written Consents — Submission of Consents ” beginning on page 113 of the accompanying consent statement/prospectus. Allegro’s board of directors has set            , 2026, as the target final date for receipt of written consents. Allegro reserves the right to extend the final date for receipt of written consents without any prior notice to stockholders.

Your written consent is very important. The Merger Proposal must be approved by the written consent of Allegro Stockholders representing at least a majority of the outstanding shares of Allegro Common Stock, in order for the Merger to be consummated, and the Allegro Warrant Amendment must be approved by at least sixty -five percent (65%) of the Allegro Warrants. Your consents, as evidenced by your signing and returning the signature page to the applicable enclosed written consent, are irrevocable once they are received by Allegro, as explained in the accompanying consent statement / prospectus. If you have any questions concerning the Merger, the Merger Agreement, the Merger Proposal, the Allegro Warrant Amendment, the written consents or the accompanying consent statement/prospectus, would like additional copies of the accompanying consent statement/prospectus or need help executing the written consent, please call Allegro at (212) 319 -7676 .

Sincerely,

Eric S. Rosenfeld
Chief Executive Officer

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ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S -4 filed with the U.S. Securities and Exchange Commission (the “SEC”), constitutes a consent statement of Allegro Merger Corp. (“Allegro”) and is also a prospectus of SeeQC, Inc. (“SEEQC”) under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), for shares of SEEQC Common Stock that will be issued pursuant to the Agreement and Plan of Merger, dated as of January 16, 2026 (the “Merger Agreement”).

Please read the section titled “ Where You Can Find More Information .” You can obtain any of the documents filed by Allegro and SEEQC with the SEC from the SEC’s website at www.sec.gov . This information is also available to you without charge upon your request in writing or by telephone from Allegro or SEEQC at the following addresses and telephone numbers:

Allegro Merger Corp.
777 Third Avenue, 37 th Floor,
New York, New York 10017
Attention: Investor Relations
Phone: (212) 319 -7676

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SeeQC, Inc.
150 Clearbrook Road
Elmsford, New York 10523
Attention: Investor Relations

Phone: (        )         -

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Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into this document.

If you request any documents, Allegro or SEEQC will mail them to you by first class mail, or another equally prompt means, within one business day after receipt of your request. To ensure timely delivery of these documents, any request should be made no later than               , 2026.

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TABLE OF CONTENTS

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Frequently Used Terms

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ii

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QUESTIONS AND ANSWERS ABOUT THE MERGER

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v

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SUMMARY

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RISK FACTORS

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10

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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ABOUT THIS CONSENT STATEMENT/PROSPECTUS

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INFORMATION ABOUT ALLEGRO

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALLEGRO

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54

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GLOSSARY OF TECHNICAL TERMS

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58

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INFORMATION ABOUT SEEQC

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SEEQC

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78

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EXECUTIVE COMPENSATION

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91

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MANAGEMENT FOLLOWING THE MERGER

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107

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SOLICITATION OF WRITTEN CONSENTS

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112

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THE MERGER

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THE MERGER AGREEMENT AND ANCILLARY DOCUMENTS

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137

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

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147

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

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168

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PRICE RANGE OF SECURITIES AND DIVIDENDS

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175

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DESCRIPTION OF SECURITIES

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176

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COMPARISON OF STOCKHOLDER RIGHTS

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182

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BENEFICIAL OWNERSHIP OF SECURITIES

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185

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

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188

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HOUSEHOLDING

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192

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LEGAL MATTERS

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192

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EXPERTS

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192

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WHERE YOU CAN FIND MORE INFORMATION

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS

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F-1

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ANNEX A — AGREEMENT AND PLAN OF MERGER

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A-1

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ANNEX B — FORM OF ALLEGRO WARRANT AMENDMENT

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B-1

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ANNEX C — FORM OF SEEQC SUPPORT AGREEMENT

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C-1

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ANNEX D — FORM OF ALLEGRO SUPPORT AGREEMENT

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D-1

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ANNEX E — FORM OF ALLEGRO WARRANT SUPPORT AGREEMENT

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E-1

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ANNEX F — FORM OF REGISTRATION RIGHTS AGREEMENT

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F-1

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ANNEX G — FORM OF NEW SEEQC CHARTER

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G-1

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ANNEX H — FORM OF NEW SEEQC BYLAWS

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H-1

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Frequently Used Terms

Unless otherwise stated in this consent statement/prospectus or the context otherwise requires, references to:

“Allegro” means Allegro Merger Corp., a Delaware corporation.

“Allegro Board” means the board of directors of Allegro.

“Allegro Bylaws” means the Bylaws of Allegro, as amended from time to time.

“Allegro Charter” means the Amended and Restated Certificate of Incorporation of Allegro, as amended from time to time.

“Allegro Common Stock” means the common stock of Allegro, par value $0.0001 per share.

“Allegro Organizational Documents” means the Allegro Charter and Allegro Bylaws.

“Allegro Rights” means the rights of Allegro, each right entitling the holder to one -tenth of one share of Allegro Common Stock upon consummation of the Merger.

“Allegro Rights Holders” means the holders of the Allegro Rights.

“Allegro Securityholders” means the Allegro Stockholders, the Allegro Warrant Holders and the holders of the Allegro Rights.

“Allegro Stockholder Written Consent” means approval by written consent in lieu of a meeting by the Allegro Stockholders approving the Merger and the other transactions contemplated under the Merger Agreement.

“Allegro Stockholders” means the holders of Allegro Common Stock.

“Allegro Support Agreement” means the Stockholder Support Agreement, dated as of January 16, 2026, by and among SEEQC, Allegro and the Allegro Stockholders and Allegro Warrant Holders party thereto in the form attached hereto as Annex D.

“Allegro Warrant Agreement” means that certain warrant agreement, dated as of July 2, 2018, by and between Allegro and Continental Stock Transfer & Trust Company, as warrant agent, providing for the form and provisions of the Allegro Warrants.

“Allegro Warrant Amendment” means the amendment to the Allegro Warrants, in the form attached hereto as Annex B, pursuant to which, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants automatically will convert into the right to receive 0.1 of a share of SEEQC Common Stock, subject to equitable adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into SEEQC Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the SEEQC Common Stock occurring on or after the date hereof (other than the SEEQC Preferred Stock Conversion and the SEEQC Stock Split), with such amount reflecting a value of $5.00 per share of SEEQC Common Stock, without the payment of any additional consideration (the “Allegro Warrant Conversion”).

“Allegro Warrant Holder Written Consent” means approval by written consent by at least sixty -five percent (65%) of the Allegro Warrants.

“Allegro Warrant Holders” means the holders of the Allegro Warrants.

“Allegro Warrant Support Agreements” mean those Warrantholder Support Agreements, dated as of April 22, 2026, by and among SEEQC, Allegro and the Allegro Warrant Holders party thereto in the form attached hereto as Annex E.

“Allegro Warrants” means those certain common stock purchase warrants, each entitling the holder thereof to purchase one share of Allegro Common Stock at an exercise price of $11.50.

“Allegro Written Consents” means the Allegro Stockholder Written Consent and the Allegro Warrant Holder Written Consent.

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“Closing” means the closing of the transactions contemplated by the Merger Agreement, including the Merger.

“Closing Date” means the second business day following the satisfaction or waiver of each of the closing conditions set forth in the Merger Agreement (other than those conditions which can be satisfied only at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at such other time and place as may be agreed to by Allegro and SEEQC.

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

“consent statement/prospectus” means the consent statement/prospectus included in this Registration Statement.

“Contributors” means certain individuals and entities that participated in the private placement of units that occurred simultaneously with the Allegro’s initial public offering, who made the Contributions to Allegro in order to extend the time period that Allegro had to consummate an initial business combination.

“Contributions” means an aggregate amount of $781,700 contributed to Allegro in order to extend the time period that Allegro had to consummate an initial business combination, representing contributions covering a prorated amount of $0.02 per unconverted Public Share for the partial month of January 2020 and $0.025 per unconverted Public Share for each of February 2020 and March 2020, which contributions do not bear any interest and will be repayable by Allegro upon consummation of a merger transaction, or will be forgiven if Allegro is unable to consummate a merger transaction.

“Court” means the Delaware Court of Chancery.

“DGCL” means the General Corporation Law of the State of Delaware.

“Effective Time” means the time at which the Merger shall become effective.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Merger” means the transaction whereby Merger Sub will merge with and into Allegro, with Allegro being the surviving entity (the “Surviving Company”) of the Merger and the Allegro Stockholders receiving shares of SEEQC Common Stock as described herein in exchange for all the outstanding shares of Allegro Common Stock.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of January 16, 2026, by and among Allegro, SEEQC, and Merger Sub.

“Merger Consideration” means the shares of SEEQC Common Stock issued to the holders of Allegro Common Stock and Allegro Rights at the Effective Time in consideration for the cancellation and conversion of the Allegro Common Stock and Allegro Rights.

“Merger Sub” means SEEQC Merger Sub, Inc., a Delaware corporation and a wholly -owned subsidiary of SEEQC.

“New SEEQC Bylaws” means the Amended and Restated Bylaws of SEEQC to be adopted prior to the consummation of the Merger in the form attached hereto as Annex H.

“New SEEQC Charter” means the Amended and Restated Certificate of Incorporation of SEEQC to be adopted prior to the consummation of the Merger in the form attached hereto as Annex G.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means any individual or any corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, governmental authority or other entity of any kind.

“PIPE Investment” means the debt or equity financing in the amount of $65 million to be consummated prior to, or substantially concurrently with, the Closing.

“Public Offering” means a firm commitment underwritten public offering of SEEQC Common Stock in the amount of $75 million to be consummated prior to, or substantially concurrently with, the Closing.

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“Registration Rights Agreement” means that certain Registration Rights Agreement, by and among SEEQC, certain SEEQC Stockholders and certain Allegro Stockholders, in the form attached hereto as Annex F.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SEEQC” means SeeQC, Inc., a Delaware corporation.

“SEEQC Board” means the board of directors of SEEQC.

“SEEQC Bylaws” means the Amended and Restated Bylaws of SEEQC, as amended from time to time.

“SEEQC Charter” means the Fourth Amended and Restated Certificate of Incorporation of SEEQC, as amended from time to time.

“SEEQC Common Stock” means the common stock of SEEQC, par value $0.0001 per share.

“SEEQC Equity Plan” means SEEQC’s 2019 Equity Incentive Plan.

“SEEQC Preferred Stock” means the preferred stock of SEEQC, par value $0.0001 per share.

“SEEQC Preferred Stock Conversion” means the conversion of SEEQC Preferred Stock into SEEQC Common Stock in accordance with SEEQC’s Charter Documents and subject to the receipt of the SEEQC Preferred Stockholder Written Consent.

“SEEQC Preferred Stockholder Written Consent” means the approval by written consent in lieu of a meeting by the holders of no less than 66.67% of the issued and outstanding SEEQC Preferred Stock approving the SEEQC Preferred Stock Conversion.

“SEEQC Stock Split” means the split of the SEEQC Common Stock, in accordance with the terms set forth in an amendment to the SEEQC Charter, such that the holders of SEEQC Common Stock, as determined immediately following the SEEQC Preferred Stock Conversion but prior to the Effective Time, will hold, in the aggregate, 200,000,000 shares of SEEQC Common Stock, less the number of shares of SEEQC Common Stock issuable upon exercise, exchange or conversion of the SEEQC derivative securities outstanding immediately thereafter (after taking into account any adjustment thereto as a result of the SEEQC Preferred Stock Conversion or the SEEQC Stock Split).

“SEEQC Stockholders” means the holders of SEEQC Common Stock and SEEQC Preferred Stock.

“SEEQC Support Agreement” means the Stockholder Support Agreement, dated as of January 16, 2026, by and among SEEQC, Allegro and the SEEQC Stockholders party thereto in the form attached hereto as Annex C.

“Transactions” means the transactions contemplated by the Merger Agreement, including the Merger, the PIPE Investment, the Public Offering, the SEEQC Preferred Stock Conversion, the Allegro Warrant Conversion and the amendment of the SEEQC Charter, including the SEEQC Stock Split.

“Treasury Regulations” means the United States Treasury regulations promulgated under the Code.

“U.S.” or “United States” means the United States of America.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Set forth below are questions that you, as a holder of Allegro Common Stock or Allegro Warrants (each as defined below), may have regarding the Merger (as defined below) and brief answers to those questions. For more complete descriptions of the legal and other terms of the Merger, please read this entire document, including the Merger Agreement (as defined below), which is attached as Annex A to this consent statement / prospectus, and the documents incorporated by reference into this document. You may obtain a list of the documents incorporated by reference into this document in the section entitled “Where You Can Find More Information” beginning on page 193.

Q:       I am a holder of Allegro Common Stock, why am I receiving this consent statement / prospectus?

A:       On January 16, 2026, Allegro, entered into the Merger Agreement with SEEQC, and Merger Sub. Pursuant to the Merger Agreement, Allegro will merge with and into Merger Sub, with Allegro surviving the merger. As a result of the Merger, Allegro will become a direct, wholly -owned subsidiary of SEEQC and the security holders of Allegro will become security holders of SEEQC. The approval of the holders of a majority of outstanding shares of Allegro Common Stock is required to approve the Merger Agreement and the other transactions contemplated thereby. This consent statement/prospectus serves as both consent statement of Allegro and a prospectus of SEEQC in connection with the Merger Agreement, the Merger and the transactions contemplated thereby.

As of the close of business on               , 2026 (the “Allegro Record Date”),   shares of Allegro Common Stock are issued and outstanding and the consent of              shares of the issued and outstanding shares of Allegro Common Stock are required to approve the Merger, which represents a majority of the issued and outstanding shares of Allegro Common Stock. Pursuant to the Allegro Support Agreement, certain of the initial stockholders of Allegro, who collectively hold more than 50% of the Allegro Common Stock, agreed to, among other things, and subject to certain exceptions, vote or cause to be voted all shares of Allegro Common Stock beneficially held by them in favor of all proposals necessary to effectuate the Transactions.

Q:       I am a holder of Allegro Warrants, why am I receiving this consent statement / prospectus?

A:       In connection with the Merger, Allegro is seeking to amend the Allegro Warrants pursuant to the Allegro Warrant Amendment, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock.

As of the Allegro Record Date, 15,322,500 Allegro Warrants are issued and outstanding and the consent of 9,959,626 of the issued and outstanding Allegro Warrants are required to approve the Allegro Warrant Amendment, which represents 65% of the issued and outstanding Allegro Warrants.

Q:       What will happen to the Allegro Common Stock in connection with the Merger?

A:       In connection with the Merger, each share of Allegro Common Stock and each Allegro Right issued and outstanding immediately before the Effective Time (other than shares as to which statutory dissenter’s rights have been exercised and Allegro Common Stock held by Allegro, SEEQC or any of their respective subsidiaries) will be canceled and converted into and become the right to receive one share of SEEQC Common Stock (multiplied by 1/10 th in the case of the Allegro Rights).

Q:       Why is Allegro proposing the Merger?

A:       The Allegro Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Allegro and the Allegro Stockholders. Please see the section titled “ The Merger — Approval of the Allegro Board and Reasons for the Merger ” in this consent statement/prospectus for further information regarding the reasons for the Merger.

Q:       What happens if the Merger is not completed?

A:        If the Merger is not completed for any reason, holders of Allegro Common Stock and Allegro Warrants will not receive any consideration in exchange for their shares.

Q:       What if the Allegro Warrant Amendment is not approved?

A:       In the event that the Allegro Warrant Amendment is not approved and the Merger is consummated, SEEQC has agreed to assume the Allegro Warrants.

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Q:       What is a consent, and why is Allegro requesting a written consent in lieu of a meeting with stockholders?

A:       The Allegro Written Consents are written consents/authorization approving the Merger and the Warrant Amendment and are outlined within this consent statement/prospectus, without the need for a formal stockholders meeting. Under the terms of the Merger Agreement, the Allegro Organizational Documents and applicable law, Allegro is not required to call any meeting of its stockholders in connection with the Allegro Stockholder Written Consent and may obtain stockholder approvals by written consent in lieu of a meeting by receipt of the consent of a majority of the outstanding shares of Allegro Common Stock. Further, under the Allegro Warrant Agreement, Allegro is not required to call any meeting of the warrant holders in connection with the Allegro Warrant Written Consent and may obtain warrant holder approval by written consent by receipt of the consent of at least sixty -five percent (65%) of the Allegro Warrants.

Q:       Who is entitled to deliver written consents to approve the Merger Agreement?

A:       Only written consents received from holders of Allegro Common Stock as of the Allegro Record Date, will be counted for purposes of approving the Merger Agreement and the transactions contemplated thereby. As of the Allegro Record Date, there were              shares of Allegro Common Stock outstanding.

Q:       Who is entitled to deliver written consents to approve the Allegro Warrant Amendment?

A:       Only written consents received from holders of Allegro Warrants as of the Allegro Record Date, will be counted for purposes of approving the Allegro Warrant Amendment. As of the Allegro Record Date, there were 15,322,500 Allegro Warrants outstanding.

Q:       Have any Allegro Stockholders already committed to vote in favor of the Merger?

A:       Yes, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into the Allegro Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro. Please see the section titled “ Merger Agreement and Ancillary Documents   — Ancillary Documents   — Allegro Support Agreement ” in this consent statement/prospectus for further information regarding the Allegro Support Agreement.

Q:       Have any Allegro Warrant Holders already committed to vote in favor of the Warrant Amendment?

A:       Yes, concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold approximately 0.3% of the Allegro Warrants) entered into the Allegro Support Agreement pursuant to which they agreed to vote or cause to be voted all Allegro Warrants beneficially held by them in favor of the Allegro Warrant Amendment. Additionally, on April 22, 2026, SEEQC, Allegro and certain Allegro Warrant Holders (who collectively hold more than 48.5% of the Allegro Warrants) entered into the Allegro Warrant Support Agreements, pursuant to which the Allegro Warrant Holders party to the agreement agreed to vote or cause to be voted all Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Allegro Warrant Amendment; and (ii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to an alternative amendment to the Allegro Warrants; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Allegro Warrant Amendment or the fulfillment of Allegro’s obligations under the Allegro Warrant Amendment. Please see the section titled “ Merger Agreement and Ancillary Documents — Ancillary Documents — Allegro Warrant Support Agreements ” in this consent statement/prospectus for further information regarding the Allegro Warrant Support Agreements.

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Q:       What will the equity ownership structure of SEEQC be after the consummation of the Merger?

A:       Immediately after the Effective Time, after giving effect to the SEEQC Preferred Stock Conversion, the SEEQC Stock Split and the Merger, and assuming, among other things, that the Allegro Warrant Holders approve the Allegro Warrant Amendment, Allegro issues               shares of Allegro Common Stock in the PIPE Investment, and the consummation of the Public Offering resulting in the issuance of              shares of SEEQC Common Stock, the SEEQC Stockholders will own approximately              % of the issued and outstanding shares of SEEQC Common Stock and the Allegro Securityholders will own approximately              % of the issued and outstanding shares of SEEQC Common Stock, subject to adjustment based on the number of Allegro Common Stock, Allegro Warrants, Allegro Rights, SEEQC Common Stock, SEEQC Preferred Stock and SEEQC derivative securities outstanding immediately prior to the Effective Time and based on the assumptions set forth elsewhere in this consent statement/prospectus.

Q:       Are there any important risks related to the Merger or SEEQC’s or Allegro’s businesses of which I should be aware?

A:       Yes, there are important risks related to the Merger and SEEQC’s and Allegro’s businesses. Before making any decision on how to vote, SEEQC and Allegro urge you to read carefully and in its entirety the section titled “ Risk Factors ” beginning on page 10 of this consent statement/prospectus. You also should read and carefully consider the risk factors relating to Allegro contained in Allegro’s Annual Reports on Form 10 -K and its Quarterly Reports on Form 10 -Q , in each case as updated from time to time in Allegro’s subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”).

Q:       Do Allegro directors and executive officers have interests that may differ from those of other Allegro securityholders?

A:       Yes. Allegro securityholders should be aware and take into account the fact that Allegro’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Allegro securityholders generally and that may create potential conflicts of interest. See the section titled “ The Merger — Interests of Allegro Directors and Executive Officers in the Merger ” beginning on page 130 of this consent statement/prospectus.

Q:       What is the deadline for returning my written consent?

A:       Allegro securityholders may execute and return their written consent as soon as reasonably practicable after the date this consent statement/prospectus becomes effective and until              , 2026 (the “Consent Deadline”).

Q:       How do I return my Allegro written consent?

A:       If you are a holder of Allegro Common Stock as of the Allegro Record Date, and after carefully reading and considering the information contained in this consent statement/prospectus you wish to return your written consent, please complete, date and sign the enclosed written consent and promptly return it as instructed. If you are a direct registered holder of Allegro Common Stock, please send the enclosed notice of consent to the address below.

Allegro Merger Corp.
777 Third Avenue, 37 th Floor,
New York, New York 10017
Attention: Investor Relations

Allegro will not be holding a meeting to approve the Merger Agreement, and therefore you will be unable to vote in person.

Q:       What if I hold both SEEQC securities and Allegro securities?

A:       If you are both a SEEQC securityholder and an Allegro securityholder, you will still receive consent solicitation materials from Allegro. Therefore, please complete, date and sign and deliver the written consent that you receive from Allegro.

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Q:       If I am an Allegro securityholder, can I change or revoke my written consent?

A:       No. Your written consent to the Merger Proposal or the Allegro Warrant Amendment, as evidenced by your signing and returning the signature page of the applicable enclosed written consent, may not be changed or revoked once it is received by Allegro.

Q:       What do I do if I receive more than one set of consent solicitation materials?

A:       You may receive more than one set of consent solicitation materials, including multiple copies of this consent statement/prospectus or the consent solicitation materials. This can occur if you hold your Allegro securities in more than one brokerage account, if you hold Allegro securities directly as a holder of record and also in street name, or otherwise through another holder of record, if you hold more than one type of Allegro security and in certain other circumstances. If you receive more than one set of consent solicitation materials, please return each set separately in order to ensure that all of your written consents are delivered, as applicable.

Furthermore, Allegro is soliciting the consent of both its stockholders and its warrant holders pursuant to these consent solicitation materials. Accordingly, if you hold both types of securities, you will receive a written consent for each one. Please return both the written consent of stockholder and the written consent of warrant holder to ensure that your vote on both the Merger Proposal and the Allegro Warrant Amendment is received.

Q:       If my shares of Allegro Common Stock are held in “street name,” will my brokerage firm, bank or other nominee consent for me?

A:       No. If your shares of Allegro Common Stock are held in “street name,” you must instruct your brokerage firm, bank or other nominee whether you consent to or withhold consent. You should follow the instructions provided by your brokerage firm, bank or other nominee.

Q:       What will happen if I do not execute and return my written consent?

A:       If you are an Allegro securityholder as of the close of business on the Allegro Record Date and you do not execute and return a written consent, it will have the same effect as a vote against the approval of the Merger Agreement and the transactions contemplated thereby.

Q:       Are Allegro Stockholders entitled to seek appraisal rights if they do not deliver a written consent?

A:       Yes. An Allegro Stockholder will have the right to seek appraisal of the fair value of such stockholder’s shares of Allegro Common Stock if the Merger is completed, in lieu of receiving the per share merger consideration, but only if such Allegro Stockholder does not sign and return a written consent to the Merger Proposal and otherwise complies with the procedures of Section 262 of the DGCL, which is the appraisal rights statute applicable to Delaware corporations. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, Allegro will send a notice of action by written consent and appraisal rights (“Notice of Appraisal Rights”) to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future. Failure to strictly comply with Section 262 of the DGCL may result in a stockholder’s waiver of, or inability to exercise, appraisal rights. For more information regarding appraisal rights, see “ The Merger — Appraisal Rights .”

Q:       What are the expected U.S. federal income tax consequences to a holder of Allegro Common Stock or Allegro Warrants as a result of the transactions contemplated by the Merger Agreement?

A:     The U.S. federal income tax consequences of the Merger and the Allegro Warrant Conversion to Allegro Stockholders and Allegro Warrant Holders will depend primarily upon whether the Merger and the Allegro Warrant Conversion qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is intended that the Merger and the Allegro Warrant Conversion should qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder. However, the parties to the Merger and the Allegro Warrant Conversion provide no assurance that treatment as a tax -free reorganization will

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result. Allegro Stockholders and Allegro Warrant Holders are urged to consult their U.S. tax advisors regarding the consequences of the Merger and the Allegro Warrant Conversion to them. For information, please read “ Material U.S. Federal Income Tax Consequences ” and “ Risk Factors — Risks Related to the Merger .”

Q:       What are the conditions to the completion of the Merger and the other transactions contemplated by the Merger Agreement?

A:       The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others: (i) absence of any decree, injunction or other order (whether temporary, preliminary or permanent) restraining, enjoining or prohibiting consummation of the Merger, (ii) effectiveness of this Registration Statement, (iii) consummation of the PIPE Investment, (iv) the authorization for listing of the SEEQC Common Stock on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, and (v) receipt of the SEEQC Preferred Stockholder Written Consent, and the Allegro Stockholder Written Consent (see “ The Merger Agreement — Conditions to Closing ” beginning on page 138 of this consent statement/prospectus).

Q:       When are the Merger and the other transactions contemplated by the Merger Agreement expected to be completed?

A:       As of the date of this consent statement/prospectus, it is not possible to accurately estimate the closing date for the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to SEEQC’s and Allegro’s obligations to complete the Merger; however, SEEQC and Allegro currently expect the Merger to close in the second quarter of 2026. Due to the requirement to obtain certain governmental approvals and other conditions necessary to complete the Merger, no assurance can be given as to when, or if, the Merger will be completed.

Q:       Will the SEEQC Common Stock issued to Allegro Stockholders, Allegro Rights Holders and Allegro Warrant Holders be traded on an exchange?

A:       Yes. It is a condition to completion of the Merger that the SEEQC Common Stock be listed on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, subject to official notice of issuance.

Q:       If the Allegro Warrant Amendment is not approved and SEEQC assumes the Allegro Warrants, will the warrants be traded on an exchange?

A:       No. if the Allegro Warrant Amendment is not approved and SEEQC assumes the Allegro Warrants, SEEQC does not anticipate listing such warrants for trading on a national securities exchange, which would limit their liquidity.

Q:       If I am an Allegro securityholder, whom should I call with questions?

A:       If you have any questions about the transactions contemplated by the Merger Agreement or the Allegro consent solicitation materials, or desire additional copies of this consent statement/prospectus, you should contact proxy@mackenziepartners.com.

Q:       Where can I find more information about SEEQC and Allegro?

A:       You can find more information about SEEQC and Allegro from the various sources described under “ Where You Can Find More Information ” beginning on page 193 of this consent statement/prospectus.

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SUMMARY

This summary highlights selected information from this document. You are urged to carefully read the entire document and the other documents referred to and incorporated in this document because the information in this section does not provide all of the information that might be important to you with respect to the Merger Agreement and the transactions contemplated thereby, including the Merger. See “Where You Can Find More Information” beginning on page 193 of this consent statement / prospectus. Each item in this summary refers to the page of this document on which that subject is discussed in more detail.

Information About the Companies (See page 49)

SEEQC is a Delaware corporation that operates advanced chip development and fabrication facilities in the United States and Europe. SEEQC is a U.S. -based provider of critical chip -based digital technologies, with superconducting foundry assets, chip, firmware and software capabilities uniquely positioning it to work closely with customers to develop and validate the architectural advances that will allow them to bring to market commercially valuable quantum computing solutions SEEQC was established to address the fundamental barrier to realizing quantum computing’s commercial potential: the development of a fully integrated, chip -based architecture capable of delivering scalable, fault -tolerant quantum operations. SEEQC’s principal executive office is located at 150 Clearbrook Road, Suite 170, Elmsford, New York 10523. Its telephone number is (      )       -        .

SEEQC Merger Sub, Inc. is a Delaware corporation and wholly owned subsidiary of SEEQC. Merger Sub was formed solely for the purpose of consummating the Merger and has no operating assets. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Its principal executive office is located at 150 Clearbrook Road, Suite 170, Elmsford, New York 10523. Its telephone number is (        )         -          .

Allegro Merger Corp. is a Delaware corporation originally formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Allegro completed its initial public offering and a simultaneous private placement of units in July 2018 and placed substantially all of the net proceeds in a trust account. Allegro was unable to consummate a business combination pursuant to the terms set forth in the Allegro Charter and as a result, distributed all of the funds held in such trust account to its public stockholders. For further information on such events, see the section titled “ Information about Allegro .” Since the distribution of the funds in the trust account, Allegro has been evaluating potential strategic transactions. Allegro’s principal executive office is located at 777 Third Avenue, 37 th Floor, New York, New York 10017. Its telephone number is (212) 319 -7676 .

The Merger (See page 117)

SEEQC and Allegro have entered into a Merger Agreement, pursuant to which SEEQC will form a wholly owned subsidiary, which will merge with and into Allegro, with Allegro surviving the merger as a wholly owned subsidiary of SEEQC. The Merger Agreement is attached as Annex A to this document, and both Allegro and SEEQC encourage you to read it carefully, and in its entirety, because it is the legal document that governs the Merger.

The Support Agreements (See page 137)

Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the stockholders of SEEQC (who collectively hold more than 66.7% of the SEEQC Preferred Stock and more than 50% of the capital stock of SEEQC) entered into the SEEQC Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of SEEQC Common Stock and SEEQC Preferred Stock beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; and (ii) against (x) any proposal or offer from any other person (other than Allegro or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of SEEQC’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of SEEQC (other than as contemplated by the Merger Agreement). Pursuant to the SEEQC Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of SEEQC.

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Concurrently with the execution of the Merger Agreement, SEEQC, Allegro and certain of the initial stockholders of Allegro (who collectively hold more than 50% of the Allegro Common Stock) entered into the Allegro Support Agreement, pursuant to which they agreed to vote or cause to be voted all shares of Allegro Common Stock and Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Transactions; (ii) in favor of the Allegro Warrant Amendment, and (iii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to certain competing transactions; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of Allegro’s obligations under the Merger Agreement or change in any manner the voting rights of any class of shares of Allegro (other than as contemplated by the Merger Agreement). Pursuant to the Allegro Support Agreement, such stockholders also agreed to waive any appraisal or dissenters’ rights under applicable law and not to exercise any right to redeem shares of capital stock of Allegro.

On April 22, 2026, Allegro and SEEQC entered into the Allegro Warrant Support Agreements with the holders of approximately 48.5% of the outstanding warrants of Allegro. Pursuant to the Allegro Warrant Support Agreements, the Allegro Warrant Holders party to the agreement agreed to vote or cause to be voted all Allegro Warrants beneficially held by them (i) in favor of all proposals necessary to effectuate the Allegro Warrant Amendment; and (ii) against (x) any proposal or offer from any other person (other than SEEQC or its affiliates) with respect to an alternative amendment to the Allegro Warrants; and (y) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Allegro Warrant Amendment or the fulfillment of Allegro’s obligations under the Allegro Warrant Amendment. Accordingly, as a result of the Allegro Support Agreement and the Allegro Warrant Support Agreements, Allegro has received the consent of an aggregate of 48.8% of the outstanding Allegro Warrants in favor of the Allegro Warrant Amendment. Pursuant to the agreement governing the Allegro Warrants, approval by 65% of the outstanding Allegro Warrants is required to effectuate the Allegro Warrant Amendment.

Lock-Up Agreements (See page 146)

Prior to the Closing, certain of the stockholders of SEEQC and certain of the initial stockholders of Allegro have agreed to enter into a lock -up agreement with SEEQC (collectively, the “Lock -Up Agreements”), pursuant to which such stockholders will agree not to transfer the shares of SEEQC Common Stock held by them immediately prior to the Effective Time (in the case of the stockholders of SEEQC) or the shares of SEEQC Common Stock received by them in exchange for the founder shares (in the case of the initial stockholders of Allegro), until 180 days after the Closing, subject to certain exceptions.

Solicitation of Written Consents (See page 112)

The Allegro Board is providing this consent statement/prospectus and the related consent solicitation materials to the Allegro Stockholders and Allegro Warrant Holders to solicit written consent to the adoption and approval of the Merger Agreement, the approval of the transactions contemplated thereby, including the Merger, and adoption of the Allegro Warrant Amendment, so that, immediately prior to the Effective Time, each of the issued and outstanding Allegro Warrants will automatically convert into the right to receive 0.1 of a share of SEEQC Common Stock.

Approval is required from the holders of at least a majority of the issued and outstanding shares of Allegro Common Stock to approve the Merger Proposal. As of the close of business on the record date, the initial stockholders of Allegro who are party to the Allegro Support Agreement collectively beneficially owned               shares of Allegro Common Stock, which represent, in the aggregate, approximately              % of the Allegro Common Stock outstanding and entitled to vote on that date, which is sufficient for approval of the Merger Proposal.

Approval of the Allegro Warrant Amendment requires the written consent of holders of at least sixty -five percent (65%) of the Allegro Warrants. As of the close of business on the record date, the initial stockholders of Allegro who are party to the Allegro Support Agreement and the Allegro Warrant Holders party to the Allegro Warrant Support Agreement collectively beneficially owned Allegro Warrants, which represent, in the aggregate, approximately            % of the Allegro Warrants outstanding and entitled to vote on that date.

Consummation of the Merger and completion of the Allegro Warrant Amendment are conditioned upon receipt of sufficient written consents to approve the Merger Proposal. Consummation of the Merger is not conditioned upon receipt of sufficient written consents to approve the Allegro Warrant Amendment.

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Summary of Risk Factors (See page 10)

All of the risk factors together with all of the other information included in, or incorporated by reference into, this consent statement/prospectus should carefully be considered before deciding whether to deliver your written consent. Some of these risks include, but are not limited to, those described below and in more detail under the section heading “ Risk Factors ”:

•          SEEQC has not produced chip solutions for quantum computers with high qubit counts or at high volume and faces significant barriers in its attempts to produce such chip solutions, including the need to invent and develop new technology. If SEEQC cannot successfully overcome those barriers, its business will be negatively impacted and could fail.

•          Any future generations of hardware and software developed to enable SEEQC’s customers to demonstrate narrow quantum advantage and broad quantum advantage, each of which is an important anticipated milestone for SEEQC’s technology roadmap and commercialization, may not occur on its anticipated timeline or at all.

•          SEEQC’s chip solutions may fail to meet customer system roadmap, performance and system integration specification requirements which could harm its business.

•          If SEEQC’s chip solutions fail to enable SEEQC’s customers to achieve quantum advantage, its business, financial condition and future prospects may be harmed. Moreover, the standards by which SEEQC measures its progress may be based on assumptions and expectations that are not accurate or that may change as quantum computing evolves.

•          SEEQC may expend its resources to pursue particular products, designs, sectors or investments and may fail to capitalize on such products, designs, sectors or investments and/or forego other products, designs, sectors or investments that may have been more profitable or for which there may have been a greater likelihood of success.

•          SEEQC has a history of net losses and may incur significantly higher losses in future periods as it continues to incur significant expenses in connection with the design, development and manufacturing of its quantum computing chips, firmware and software.

•          The quantum computing industry is competitive on a global scale and SEEQC may not be successful in competing in this industry or establishing and maintaining confidence in its long -term business prospects among current and future partners and customers.

•          SEEQC depends on certain suppliers to source products. Failure to maintain its relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on its business, financial position, results of operations and cash flows.

•          The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than SEEQC expects, if it develops in a manner that does not require use of its quantum computing solutions, if it encounters negative publicity or if its solution does not drive commercial engagement, the growth of its business will be harmed.

•          SEEQC could suffer disruptions, outages, defects, performance, quality, and reliability problems with its chip solutions, its manufacturing process, with its production technology partners or with the public cloud, data centers and internet infrastructure on which SEEQC relies.

•          SEEQC’s quantum computing systems may not be compatible with some or all customer -specific or industry -standard software and hardware in the future, which could harm its business. Similarly, the amount of time and/or investment to make its technology compatible with a given customer’s quantum system may exceed current or future profitable outcomes to make such technology compatible.

•          If SEEQC is unable to maintain its current strategic partnerships or develop future collaborative partnerships, its future growth and development could be negatively impacted.

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•          If SEEQC is unable to achieve required performance of its technology by quantum system developers and integrators utilizing current or future quantum modalities including, but not limited to, superconducting, semiconductor spin, topological, photonic, neutral or cold (Rydberg) atom, trapped ion, Nitrogen -vacancy (NV) centers in diamond, and other quantum modalities, the growth of its business will be harmed.

•          The price of SEEQC Common Stock may be volatile, and the value of SEEQC Common Stock may decline.

•          Currently, there is no public market for the SEEQC Common Stock. SEEQC Stockholders cannot be sure about whether the SEEQC Common Stock will develop an active trading market or whether SEEQC is able to maintain the listing of SEEQC Common Stock in the future even if SEEQC is successful in listing SEEQC Common Stock on Nasdaq or any other national securities exchange, which could limit investors’ ability to make transactions in SEEQC Common Stock and subject SEEQC to additional trading restrictions.

•          A market for SEEQC Common Stock may not develop, which could adversely affect the liquidity and price of its shares.

•          If SEEQC is unable to maintain an effective system of internal controls and compliance, its business and reputation could be adversely affected.

•          SEEQC has identified material weaknesses in its internal control over financial reporting. If SEEQC fails to remediate these material weaknesses, or if SEEQC experiences additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting or disclosure control in the future, SEEQC may be unable to produce accurate and timely financial statements or detect acts of fraud, which may adversely affect investor confidence in SEEQC, and, as a result, the value of its common stock, or result in delisting, sanctions or other penalties that could harm its business.

•          SEEQC will require significant investments in ongoing product development, technology research and development, capital expenditures, and business operations and may need additional capital sooner than planned to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, and SEEQC cannot be sure that additional financing will be available. If SEEQC is unable to raise additional funding when needed, SEEQC may be required to delay, limit or substantially reduce its quantum computing development efforts.

•          Much of SEEQC’s revenue is concentrated in a few customers, and if it loses any of these customers through contract terminations, acquisitions, or other means, its near -term revenue may decrease substantially. SEEQC’s business plan contemplates expanding revenues by developing new products and technologies, which will depend on its success in developing products that meet market needs and retaining existing and attracting a new customer base for those products.

•          SEEQC and several customers and partners using and/or co -developing SEEQC technology, to some extent, rely on government funded programs. There can be no assurance about the timing and amount of such programs as funding may not receive sufficient appropriations. Additionally, government funded programs are subject to cancellation or funding reductions which are outside of SEEQC’s control.

•          SEEQC’s management team has limited experience in operating a public company.

•          SEEQC is subject to stringent and evolving U.S. state, federal and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related to privacy, data use and security. SEEQC’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of its business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and otherwise, could adversely affect us and its business.

•          SEEQC may become subject to product liability claims, which could harm its financial condition and liquidity if SEEQC is not able to successfully defend or insure against such claims.

•          Any failure to obtain, maintain and protect its intellectual property rights could impair its ability to protect and commercialize its proprietary products and technology and cause us to lose its competitive advantage.

•          SEEQC’s inability to secure patent protection or enforce its patent rights could have a material adverse effect on its ability to prevent others from commercializing similar products or technology.

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•          SEEQC may face patent infringement and other intellectual property claims that could be costly to defend or pursue, result in injunctions and significant damage awards, or limit its ability to use or prevent others to use certain key technologies in the future, all of which could harm its business.

•          One of Allegro’s executive officers is expected to continue to serve as director with SEEQC following consummation of the Merger.

•          Allegro’s initial stockholders and their permitted transferees own founder shares and private placement units and have made loans to Allegro. If the Merger is not approved and Allegro determines to dissolve and liquidate, such shares and units will be worthless and such loans will not be repaid. These interests may have influenced their decision to approve the Merger.

•          The exercise of Allegro’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the Allegro Stockholders’ best interest.

•          The Merger may be completed even though SEEQC may endure a material adverse effect.

•          The closing of the Merger may be delayed, which may substantially reduce the expected benefits of the Merger.

Interests of Allegro Directors and Executive Officers in the Merger (See page 130)

Allegro’s initial stockholders, including its directors and executive officers, have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•          If the Merger with SEEQC is not consummated, Allegro may determine to dissolve and liquidate. In such event, the 3,737,500 founder shares held by Allegro’s initial stockholders and their permitted transferees, which were acquired for an aggregate purchase price of $25,000 prior to Allegro’s IPO (including            shares held by Allegro’s directors and executive officers), as would the 322,500 private placement units that were acquired simultaneously with the IPO for an aggregate purchase price of $3,225,000 (including private placement units held by Allegro’s directors and executive officers), will be worthless.

•          Eric S. Rosenfeld is expected to be a director of SEEQC following the Merger. As such, Mr. Rosenfeld may in the future receive cash fees, stock options or stock awards that the SEEQC Board determines to pay to its directors.

•          The Merger Agreement provides for certain insurance coverage of the officers and directors of Allegro following consummation of the Merger. If the Merger is not completed and Allegro liquidates, Allegro will not be able to perform its obligations to its officers and directors under Allegro’s charter relating to the right of officers and directors to be indemnified by Allegro, and of Allegro’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions.

•          As of the date of this consent statement/prospectus, Allegro’s insiders have lent Allegro an aggregate of $            (including $            by Allegro’s directors and executive officers). Of such amount, 50% is expected to be converted into shares of SEEQC at $5.00 per share and the other half is expected to be repaid on closing of the Merger. If the Merger is not consummated and Allegro dissolves and liquidates, such indebtedness will not be repaid.

•          Mr. Rosenfeld invested $500,000 in SEEQC Common Stock in a private placement consummated by SEEQC prior to execution of the Merger Agreement. Accordingly, Mr. Rosenfeld will be a stockholder of SEEQC regardless of whether the Merger is consummated.

The Allegro Board was aware of and considered these interests, among other matters, in reaching the determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of, Allegro and its shareholders.

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Regulatory Approvals (See page 136)

Governmental and regulatory approvals may be required to complete the transactions contemplated by the Merger Agreement. At any time before or after the completion of the Merger, the Antitrust Division of the Department of Justice, the Federal Trade Commission (“FTC”) or others could take action under the antitrust laws as deemed necessary or desirable in the public interest, including without limitation seeking to enjoin the completion of the Merger or to permit completion only subject to divestitures, behavioral commitments or other regulatory concessions or conditions.

Appraisal Rights (See page 131)

The Allegro Stockholders are entitled, under certain circumstances, to seek appraisal of their shares in connection with the Merger under Delaware law. Following Allegro’s receipt of sufficient written consents to adopt the Merger Agreement, pursuant to Section 262(d) of the DGCL, Allegro will send the Notice of Appraisal Rights to all Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) who satisfy the applicable statutory conditions to notify them that they may be entitled to appraisal rights under Section 262 of the DGCL in connection with the Merger. An Allegro Stockholder electing to exercise his, her or its appraisal rights will need to take action at that time, in response to that notice. However, a description of the appraisal rights is being provided to all Allegro Stockholders now so they can determine whether they wish to preserve their ability to demand appraisal rights in the future.

Under Section 262 of the DGCL, if the Merger is consummated, the Allegro Stockholders (including beneficial owners of shares of Allegro Common Stock) will be entitled to seek appraisal of their shares of Allegro Common Stock if they (1) do not deliver a written consent or otherwise vote in favor of the adoption of the merger agreement; (2) properly and timely demand appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective date of the Merger; (4) meet certain statutory requirements described in this consent statement/prospectus; and (5) do not withdraw their demands or otherwise lose their rights to appraisal. This means that these persons will be entitled to have their shares of Allegro Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Allegro Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest, if any, on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest theretofore accrued, unless paid at that time). Allegro is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger agreement if they did not seek appraisal of their shares.

Only a stockholder of record or a beneficial owner of shares of Allegro Common Stock may submit a demand for appraisal in connection with the Merger. To exercise appraisal rights, such person must (1) deliver a written demand for appraisal of such person’s shares to us no later than twenty (20) days after the mailing of the Notice of Appraisal Rights; (2) not have delivered a written consent in favor of the proposal to adopt the merger agreement; (3) continuously hold of record or beneficially own such person’s shares through the effective date of the Merger; (4) otherwise comply with the procedures for exercising appraisal rights under the DGCL; and (5) not withdraw such person’s demand or otherwise lose such person’s right to appraisal. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Allegro as to all holders and beneficial owners of shares of common stock unless certain conditions are satisfied by the persons seeking appraisal, as described further below. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this consent statement/prospectus (and also will be described in further detail in the Notice of Appraisal Rights), which description is qualified in its entirety by Section 262 of the DGCL.

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Pursuant to Subsection (d)(2) of Section 262 of the DGCL, the Notice of Appraisal Rights is to include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. You may find an electronic copy of Section 262 of the DGCL at the following website, accessible without subscription or cost, which copy is incorporated in this consent statement/prospectus by reference: https: // delcode.delaware.gov / title8 / c001 / sc09 / index.html#262 . In the event of any inconsistency between the information contained in this summary, this consent statement/prospectus, the Notice of Appraisal Rights or any of the documents incorporated herein or therein by reference and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to a holder of record of stock, unless otherwise expressly noted herein. All references in Section 262 of the DGCL and in this summary to a “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, unless otherwise expressly noted herein. All references in Section 262 of the DGCL and in this summary to a “person” mean any individual, corporation, partnership, unincorporated association or other entity.

For more information, see the section of this consent statement/prospectus captioned “ The Merger — Appraisal Rights .”

Listing of SEEQC Common Stock Issued in the Transactions (See page 136)

It is a condition to closing that the SEEQC Common Stock will have been approved for listing on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American, subject only to official notice of issuance.

Conditions to Closing (See page 138)

The consummation of the Transactions is conditioned upon the following, among other things:

•          no governmental authority shall have entered a decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of restraining, enjoining or prohibiting consummation of the Merger;

•          the SEC shall have declared this Registration Statement effective, no stop order shall have been issued by the SEC which remains in effect with respect to this Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

•          the PIPE Investment shall be consummated prior to, or substantially concurrently with, the Closing;

•          the holders of the SEEQC Common Stock and the SEEQC Preferred Stock shall have approved the Merger Agreement, the Transactions and related matters, including the SEEQC Preferred Stock Conversion and the SEEQC Stock Split; and

•          the holders of the Allegro Common Stock shall have approved by written consent the Merger Agreement, the Transactions and related matters.

The obligations of Allegro to consummate the Transactions are also conditioned upon, among other things:

•          the representations and warranties of SEEQC and Merger Sub shall be true and correct in all material respects on the Closing Date (subject to certain bring -down standards);

•          SEEQC and Merger Sub shall each have performed in all material respects the covenants of SEEQC required by the Merger Agreement to be performed or complied with by it on or prior to the Closing;

•          no action shall be pending which is reasonably likely to (i) prevent consummation of any of the Transactions, (ii) cause any of the Transactions to be rescinded following consummation, or (iii) affect materially and adversely the right of SEEQC to own, operate or control any of the intellectual property rights, assets, operations, or business of SEEQC or its subsidiaries following the Transactions and no order to any such effect shall be in effect;

•          since September   30, 2025, no material adverse effect with respect to SEEQC shall have occurred and is ongoing;

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•          all outstanding indebtedness owed to SEEQC or its subsidiaries by affiliates or insiders shall have been forgiven in full and all outstanding guarantees and similar arrangements pursuant to which SEEQC or any of its subsidiaries has guaranteed the payment or performance of any obligations of any such affiliate or insider to a third party shall have been terminated;

•          SEEQC and certain of the holders of SEEQC Common Stock shall have executed and delivered the Lock -Up Agreements; and

•          the designee or designees of Allegro shall have been appointed as members of the SEEQC Board.

The obligations of SEEQC and Merger Sub to consummate the Transactions are also conditioned upon, among other things:

•          the representations and warranties of Allegro shall be true and correct in all material respects on the Closing Date (subject to certain bring -down standards);

•          Allegro shall have performed or complied in all material respects with all agreements and covenants required by the Merger Agreement to be performed by it on or prior to the Closing Date;

•          no action shall be pending which is reasonably likely to (i) prevent consummation of any of the Transactions, or (ii) cause any of the Transactions to be rescinded following consummation, and no order to any such effect shall be in effect since the date of the Merger Agreement, no material adverse effect with respect to Allegro shall have occurred and be ongoing;

•          since the date of the Merger Agreement, no material adverse effect with respect to Allegro shall have occurred and is ongoing;

•          the initial stockholders of Allegro shall have executed and delivered the Lock -Up Agreements;

•          the listing of the SEEQC Common Stock on The Nasdaq Stock Market LLC, the New York Stock Exchange or the NYSE American shall have been approved, subject only to official notice of issuance; and

•          the Public Offering shall be consummated concurrently with the Closing.

Neither SEEQC nor Allegro can give any assurance that all of the conditions to the Merger will either be satisfied or waived or that the Merger will occur. See “ The Merger Agreement — Conditions to Closing .”

Termination of Merger Agreement (See page 130)

The Merger Agreement can be terminated in the following circumstances (see “ The Merger Agreement — Termination ”):

•          Mutual Agreement .    Mutual agreement of SEEQC and Allegro.

•          End Date .    Termination by either party, if the Merger has not closed by July   31, 2026, subject to extension as provided for in the Merger Agreement (such date, as it may be extended, is referred to as the “End Date”).

•          Final Injunction or Other Law .    Termination by either party, if a permanent injunction has been issued or other law has been enacted prohibiting the Merger.

•          Breach of Representations or Covenants .    Termination by the non -breaching party if the other party has breached its representations or covenants in certain circumstances.

Accounting Treatment of the Merger (See page 129)

The unaudited pro forma condensed combined financial information gives effect to the Merger, which will be accounted for under U.S. generally accepted accounting principles (“GAAP”) as an in -substance recapitalization of SEEQC. Under this method of accounting, SEEQC will be considered the accounting acquirer for financial reporting purposes. This determination is based on the expectations that, immediately following the Merger:

(a)       SEEQC’s existing stockholders will have the greatest voting interest in the combined company;

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(b)      SEEQC’s existing stockholders will have the voting rights to control decisions regarding election and removal of a majority of the directors and officers of the combined company;

(c)       SEEQC will comprise the ongoing operations of the combined company; and

(d)      SEEQC existing senior management will be the senior management of the combined company.

The consideration transferred to the Allegro shareholders in the Merger consists of SEEQC Common Stock, including the shares issuable upon conversion of Allegro Rights and Allegro Warrants. As a result of SEEQC being treated as the accounting acquirer, SEEQC’s assets and liabilities will be recorded at their pre -combination carrying amounts. Allegro’s assets and liabilities will be measured and recognized at their carrying values as of the Effective Time, which are expected to approximate the fair value of the acquired cash and other non -operating assets, with no goodwill or other intangible assets recorded. The fair value of the aforementioned consideration transferred is deemed equivalent to Allegro’s net assets and liabilities as the transaction has been deemed to be an in -substance recapitalization. Any difference between the consideration transferred and the fair value of the net assets of Allegro following the determination of the actual consideration transferred for Allegro will be reflected as an adjustment to additional paid -in capital. For periods prior to Closing, the historical financial statements of SEEQC shall become the historical financial statements of the combined company.

Expected Timing of the Merger (See page 130)

SEEQC and Allegro currently expect to complete the Merger in the second quarter of 2026, subject to the receipt of regulatory approvals and the satisfaction or waiver of the other conditions to completion of the Merger. Because many of the conditions to completion of the Merger are beyond the control of SEEQC and Allegro, the exact timing for completion of the Merger cannot be predicted with any degree of certainty.

Comparison of Stockholder Rights (See page 182)

Allegro Stockholders will own SEEQC Common Stock following the completion of the Merger, and their rights associated with those shares of SEEQC Common Stock will differ in a number of respects from the rights associated with Allegro Common Stock.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this document, including the matters addressed in the section titled “Cautionary Statement Regarding Forward -Looking Statements,” you should carefully consider the following risks. In addition, you should read and consider the risks associated with each of the businesses of SEEQC and Allegro. Risks relating to Allegro can be found in Allegro’s Annual Reports on Form 10 -K for the year ended December 31, 2025, as updated by subsequent Quarterly Reports on Form 10 -Q , all of which are filed with the SEC and incorporated by reference into this consent statement / prospectus. For further information regarding the documents incorporated into this document by reference, please see the section titled “Where You Can Find More Information” beginning on page 193 of this consent statement / prospectus. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward -Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on SEEQC, Allegro or the combined company’s business, financial condition, cash flows and results of operations.

Risks Related to SEEQC’s Financial Condition and Status as an Early-Stage Company

Unless the context otherwise requires, all references in this subsection to “SEEQC,” “we,” “us” or “our” refer to SEEQC and its subsidiaries.

We will require a significant amount of cash to invest in ongoing research and development, capital expenditures and business operations and may need additional capital sooner than planned to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts.

Our business and future plans for expansion are capital -intensive , and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. We will require a significant amount of cash for expenditures as we invest in ongoing research and development and business operations. The actual amounts we may be required to spend on these matters may be greater and more significant than our expectations.

We believe that our existing cash, cash equivalents and marketable securities should be sufficient to meet our anticipated operating cash needs for at least the next twelve months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financing or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. Such financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. Any funds we raise may not be sufficient to enable us to continue to implement our long -term business strategy. Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States and current and future military conflicts and wars around the world including related sanctions and tariffs and trade protection measures. There can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise additional capital when needed on acceptable terms, if at all. If the equity and credit markets deteriorate, it may make any necessary financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price, could require us to delay or abandon our business plans, and could require us to delay, limit, or substantially reduce our quantum computing development efforts.

If we are unable to obtain sufficient capital we would be unable to fund our operations and capital expenditures and may be required to evaluate alternatives, which could include dissolving and liquidating our assets in which case we may receive less than the value at which those assets are carried on our audited financial statements, and/or seeking protection under bankruptcy laws, and a determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources, and it is unclear to what extent we would be able to pay our obligations, and, accordingly, it is further unclear whether and to what extent any resources would be available for

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distribution to stockholders. This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities. We cannot anticipate all of the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business. There can be no assurance that financing will be available to us on favorable terms, or at all. In addition, our ability to raise additional capital through the sale of securities could be significantly impacted by the resale of our securities by holders of our securities which could result in a significant decline in the trading price of our securities and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.

We are in our early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations.

As a result of our limited operating history, our ability to accurately forecast the future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues will largely be dependent on our ability to develop and produce chip solutions, including firmware/software, for quantum computers with increasing numbers of quantum bits (“qubits”) and with increasing levels of performance. We are still in the technology development phase. Our technology development is focused on the integration of existing functional components into scalable, system -level solutions, that we can use to leverage our customers’ technology roadmaps to generate commercial revenue. Our scalable business model has not been formed as of yet and our technology may not develop as quickly as hoped, or even at all. The development of our scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while our revenues will not substantially increase unless and until we demonstrate that our chips support and enable more powerful, scalable, higher performing quantum computers, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all, and that we can successfully integrate our chip solutions into third party quantum system developer’s computers. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand for sales of our chip solutions, including firmware/software, increased competition, changes to technology, inability to scale up or improve performance of our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.

We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.

The Company has incurred recurring losses and negative operating cash flows since its inception, including a net loss of $12.2 million and $10.1 million for the years ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $55.7 million. SEEQC’s consolidated financial statements included elsewhere in this consent statement/prospectus have been prepared assuming that we will continue as a going concern. We may incur significantly higher losses in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our quantum computing chips, firmware and software and as we expand our research and development activities, invest in additional manufacturing and testing capabilities, build up inventories and supplies of components for our chips, increase our sales and marketing activities, including supporting projects to integrate our chip solutions into third party quantum system developer’s and integrator’s computers, develop our infrastructure and increase our general and administrative functions to support our growing operations and our being a public company. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. In the years ended December 31, 2025 and December 31, 2024, our total revenue was $5.8 million and $2.8 million, respectively, and there is no guarantee that we will be able to significantly increase our revenue in the future. If we are unable to achieve and/or sustain profitability, or if we are unable to achieve the growth that we expect from these investments, it could have a material adverse effect on our business, financial condition or results of operations. Our business model is unproven and may never allow us to cover our costs.

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Our operating results may be adversely affected by unfavorable economic and market conditions. In the future, we may be required to record significant charges for impairment of our long -lived assets, other assets or investments.

An adverse change in market conditions, including a sustained decline in our stock price, negative changes to our position in the market, or lack of growth in demand for our products and services could be considered to be an impairment triggering event. Such changes in the future could impact valuation assumptions relating to the recoverability of assets and may result in impairment charges to our long -lived assets, other assets or investments, which would have a negative impact on our operating results and harm our business. There are inherent uncertainties in management’s estimates, judgments and assumptions used in assessing recoverability of intangible, and other long -lived assets. Any material changes in key assumptions, including failure to meet business plans, a deterioration in the U.S. and global financial markets, an increase in interest rates or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may decrease our projected cash flows or increase discount rates and could potentially result in an impairment charge. From time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our long -lived assets is determined, which could have a materially adverse impact on our business operations and our financial position or results of operations.

We may not be able to scale our business quickly enough to meet customer and market demand, which could result in lower profitability or cause us to fail to execute on our business strategies.

In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. Quantum computing technology has never been sold at large -scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:

•          attract new customers and grow our customer base;

•          maintain and increase the rates at which existing customers adopt our chip solution products and services, sell additional products and services to our existing customers, and reduce customer churn;

•          invest in our platform and product offerings;

•          effectively manage organizational change;

•          accelerate and/or refocus research and development activities;

•          expand manufacturing and supply chain capacity;

•          increase sales and marketing efforts;

•          broaden customer support and services capabilities;

•          maintain or increase operational efficiencies;

•          implement appropriate operational and financial systems; and

•          establish and maintain effective financial disclosure controls and procedures.

Commercial traction of quantum computing technology at large -scale commercial levels may never occur. As noted above, there are significant technological challenges associated with developing, producing, marketing and selling products and services in the advanced technology industry, including our products and services, and we may not be able to resolve all of the difficulties that may arise in a timely or cost -effective manner, or at all. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economic manner.

Our ability to scale is dependent also upon components we must source from multiple industries including: from the electronics and semi -conductor industries with CPUs, GPUs, FPGAs, radio frequency (“RF”) electronics and components; from the cryogenic industry with dilution refrigerators and associated helium gas products, cryogenic RF electronics and components; and from the semiconductor industry with silicon wafers and other specialty materials, tooling and measurement equipment. Shortages or supply interruptions in any of these components will have an adverse impact on our ability to deliver revenues.

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Our quantum computer chip solutions may have defects in design or manufacturing that could harm our business, expose us to liability, and adversely affect our financial results.

If large -scale development of third party quantum computers incorporating our chip solutions commences, our chips, firmware and software may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes or they may not achieve performance requirements of our customers. Our quantum computing technology is inherently complex and incorporates technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long -term performance of our chip solutions operating within third party quantum computers and there are no standards of design, implementation or performance in the quantum computing industry. There can be no assurance that we will be able to detect and fix any defects in our quantum computers in a timely manner that does not disrupt our sales of products and services to our customers.

If our technology fails to perform as expected, customers may seek out a competitor or turn away from quantum computing entirely, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations. If defects in our technology lead to erroneous outputs, third parties relying on those outputs may draw from them erroneous conclusions, creating a risk that we will be liable to those third parties.

If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost -effective manner and our business, financial condition, profitability and results of operations could be adversely affected.

Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all.

Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all. Our growth is dependent upon our ability to successfully develop and sell quantum computing chip solutions, expand our product solutions and services, retain customers, bring in new customers and retain critical talent. While we currently are developing quantum computing chips for superconducting quantum systems, we may not be able to achieve required performance of our technology for quantum system developers and integrators utilizing other current or future quantum modalities including, but not limited to semiconductor spin, topological, photonic, neutral or cold atom, trapped ion, Nitrogen -vacancy (NV) centers, and other quantum modalities. Unforeseen issues associated with scaling up and constructing quantum computing technology at large -scale commercially viable levels could have a negative impact on our business, financial condition and results of operations. We do not have experience with the large -scale production and sale of quantum computing technology. Moreover, because of our unique technology, our customers will require particular support and service functions, some of which are not currently available, and may never be available. If we experience delays in adding such support capacity or servicing our customers efficiently or experiencing unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly, increasing the number of our products and services would require us to rapidly increase the availability of these services. Failure to adequately support and service our customers may inhibit our growth and ability to expand.

There is no assurance that we will be able to scale our business to meet our sales, manufacturing, installation, servicing and quantum computing deployment targets globally, that expected growth levels will prove accurate or that the pace of growth or coverage of our customer infrastructure network will meet customer expectations. For example, our competitors or customers may achieve certain narrow and/or broad quantum milestones without our chip solutions or faster than us, which may negatively impact our business and prospects. Failure to grow at rates similar to that of the quantum computing industry may adversely affect our operating results and ability to effectively compete within the industry.

We may not manage growth effectively, including with respect to our employee base, and managing our operations successfully.

Our failure to manage growth effectively could harm our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on our management, operational and financial resources. Expansion and upgrades to our

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facilities require significant cash investments and management resources and there is no guarantee that they will generate additional sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us. In addition, we also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish and maintain appropriate and scalable operational and financial systems, procedures and controls and establish and maintain qualified finance, administrative and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and take advantage of potential strategic relationships and market opportunities.

Our ability to use net operating loss carryforwards and other tax attributes may be limited.

We have incurred losses during our history, do not expect to become profitable in the near future and may never achieve profitability. To the extent that we continue to generate losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2025, we had U.S. federal and state net operating loss carryforwards of approximately $30.4 million and $23.0 million, respectively. Our net operating loss carryforwards and other tax attributes are subject to review and possible adjustment by the Internal Revenue Service, and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), our U.S. federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in the ownership of our stock. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three -year period. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including changes in connection with the Merger or other transactions. Similar rules may apply under state tax laws. We have not yet determined the amount of the cumulative change in our ownership resulting from the Merger or other transactions, or any resulting limitations on our ability to utilize our net operating loss carryforwards and other tax attributes. If we earn taxable income, such limitations could result in increased future income tax liability and our future cash flows could be adversely affected.

Our revenue is highly concentrated among a small number of customers whose agreements will expire in the near term, and we may not be able to maintain or replace this revenue.

We currently have a high degree of revenue concentration. The loss of any of our customers, whether through contract termination or other means, could significantly impact our near -term revenue. Our customers’ demand for our products may fluctuate due to factors beyond our control, and a disruption in our relationship with any of our customers could adversely affect our business. Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue. The loss of, or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders from customers could have a material adverse effect on our operating results and financial conditions. Our existing customer agreements will expire in the near term, and may not be renewed or extended on favorable terms, or at all.

Our business plan contemplates expanding revenues by developing new products and technologies. Our ability to execute on this strategy will depend on our success in developing products that meet market needs and retaining existing and attracting a new customer base for those products. There can be no assurance that we will successfully develop the necessary technology or products, or that we will be able to retain existing or establish new customer relationships for our planned products on a timeline or at a scale sufficient to replace revenue from our current customer base. If we are unable to do so, our revenue could decline significantly, which could have a material adverse effect on our operating results and financial condition. SEEQC and several customers and partners using and/or co -developing SEEQC technology, to some extent, rely on government funded programs. There can be no assurance about the timing and amount of such programs as funding may not receive sufficient appropriations. Additionally, government funded programs are subject to cancellation or funding reductions which are outside of SEEQC’s control.

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Our management team has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to being a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in the fact that they will likely need to devote a significant portion of their time to these activities, which will result in less time being devoted to the management and growth of our business. In addition, we may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. Increased use of professional services and advisors to develop and implement the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may increase our costs. It is also possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Our market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of current or prospective customers covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us. In addition, alternatives to quantum computing and quantum software solutions may present themselves, which could substantially reduce the market for our products. Any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with our quantum chip solutions.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of our market opportunities and our growth rates, we have relied on market reports by leading research and consulting firms and our own internal estimates. While our estimates of the total addressable market opportunity included in this Registration Statement are made in good faith and are based on assumptions and estimates we believe to be reasonable under the circumstances, these estimates of the total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved by our customers and, accordingly, our future revenue streams.

Risks Related to SEEQC’s Business and Industry

Unless the context otherwise requires, all references in this subsection to “SEEQC,” “we,” “us” or “our” refer to SEEQC and its subsidiaries.

SEEQC’s chip technology is under active development and may experience delays or fail to achieve commercial viability. In addition, SEEQC’s chip technology may not scale as expected, which could limit our commercial opportunities and competitive position.

SEEQC’s products remain under active development and require continued technical progress, successful integration, and performance validation before commercial -scale adoption can occur. With the exception of its superconducting foundry services (wafer fabrication), which is currently commercial and generating revenue, SEEQC’s quantum computing solutions are in various stages of active development. The Company’s platform consists of multiple functional components, including digital control, readout, multiplexing, and quantum — classical interface technologies. The Company has developed and tested a number of these individual functional blocks, which have demonstrated performance consistent with design objectives, including through validation in a peer -reviewed publication in Nature Electronics, our own lab tests and customer testing. Other functional components remain under development and will require further integration into a unified chip -based architecture prior to full commercial deployment. SEEQC’s current revenue base reflects this stage of development. For example, approximately 95% of the Company’s 2025 revenue derived from quantum computing -related activities, including engineering services, and integration efforts, rather than from fully commercialized product sales, which constitute the remaining 5%.

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The Company’s near -term focus is on the integration of existing functional components into scalable, system -level solutions. There can be no assurance that SEEQC will be able to complete the development of its chip technology and generate revenue from fully commercialized product sales on its anticipated timeline, or at all. Development of complex semiconductor and quantum computing technologies is inherently uncertain and subject to significant technical risks, including unforeseen engineering challenges, difficulties in achieving required performance specifications, and integration failures.

In addition, while SEEQC believes its digital cryogenic architecture enables scaling to large qubit counts, there can be no assurance that SEEQC will be able to successfully scale its technology as anticipated. As SEEQC attempts to scale its chip technology, unforeseen challenges may emerge that limit performance, reliability, or economic viability. These scaling challenges may include, among other things, thermal management issues, signal integrity degradation, manufacturing yield limitations, incompatibility to customer’s technology platform and package architecture, and increased system complexity. If SEEQC is unable to scale its technology effectively, it may be unable to meet customer requirements, lose competitive advantages to alternative technologies, or fail to achieve the cost efficiencies necessary for commercial success.

Our performance targets, which we have demonstrated in laboratory or limited integration environments, may not be achievable under real -world operating conditions.

SEEQC has achieved certain performance metrics in laboratory and limited integration environments; however, there can be no assurance that these results will be reproducible in larger -scale , customer -deployed systems. Real -world operating conditions may differ materially from controlled laboratory environments due to factors including environmental variability, system integration complexity, interactions with third -party components, and varying customer use cases. If SEEQC’s technology fails to perform as expected in customer deployments, SEEQC may experience customer dissatisfaction, contract disputes, warranty claims, reputational harm, and loss of future business opportunities. Any failure to achieve anticipated performance under real -world conditions could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

SEEQC’s business depends on continued advances in quantum computing hardware and quantum error correction, which are subject to significant uncertainty.

SEEQC’s value proposition depends in part on continued progress in scaling quantum computer processors and quantum systems by full -stack quantum computing companies. Although SEEQC’s technology is designed to alleviate system -level engineering challenges associated with scaling quantum computer processors, certain technical challenges associated with qubit module scaling may require development independent of SEEQC’s technology, including challenges related to chip packaging, cryogenic platform development, qubit yield and coherence times. Additionally, quantum error correction remains an active area of research with uncertain timelines, and ongoing developments in this field may impact specification requirements for scaled quantum computer processors in ways that SEEQC cannot predict. If progress in quantum computing hardware or quantum error correction does not occur as anticipated, or if developments in these areas render SEEQC’s technology less relevant or require significant redesign, SEEQC’s business, financial condition, results of operations, and prospects could be materially and adversely affected.

The absence of established industry standards for quantum computing may require ongoing customization efforts and increase SEEQC’s costs and development timelines.

The quantum computing industry lacks established design, performance, and interface standards for quantum control, readout, and integration solutions as well as qubit technology and system architecture. This absence of standardization may require SEEQC to engage in ongoing customization efforts to meet varying customer requirements, which could increase integration cycle times and limit the performance of SEEQC’s chip integration. Supporting diverse customer requirements may also require SEEQC to allocate greater research and development resources to customer -specific solutions, reducing resources available for internal research and development of more advanced chip technology. As the industry evolves, integration requirements may change in ways that are difficult to predict, potentially requiring SEEQC to redesign or modify its products. Any of these factors could increase SEEQC’s costs, delay product development, and limit SEEQC’s ability to achieve economies of scale.

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Customer integration cycles are long and uncertain, which may delay revenue generation and increase execution risk.

Customer adoption of SEEQC’s products typically requires complex, multi -year co -development and integration efforts. These extended sales and integration cycles may delay revenue generation, increase execution risk, and require significant upfront investment before we are able to recognize revenue from customer engagements. There can be no assurance that our co -development efforts will result in commercial deployments or that customers will not abandon or significantly modify their integration plans during the development process. Any significant delays in customer integration, or the failure of co -development efforts to result in commercial deployments, could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

Customers may choose to develop internal solutions rather than adopt SEEQC’s technology, which could reduce demand for our products.

Some quantum system developers and integrators may choose to pursue in -house qubit control, readout and integration solutions rather than sourcing from SEEQC. In addition to Field Programmable Gate Array (FPGA) based or other room temperature solutions, this could include the development of competing chip -based scaling technologies, including cryo -CMOS and alternative superconductor -based chip technologies, which could reduce demand for SEEQC’s products and limit our addressable market. As the quantum computing industry matures, our potential customers may invest in internal capabilities that compete directly with our offerings. If a significant number of potential customers elect to develop their own solutions rather than adopt SEEQC’s technology, demand for our chip technology could be materially reduced, which could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

The market for quantum computing infrastructure remains nascent, and pricing, revenue models, and long -term demand for our products are uncertain.

The market for quantum computing infrastructure remains nascent, and pricing, licensing structures, and volume demand for SEEQC’s products are not yet well established. We may face challenges in establishing pricing models that are attractive to customers while also achieving profitability, and demand for our products may be difficult to predict. We have limited historical data on which to base our pricing decisions or forecast future demand, and our assumptions about pricing and market size may prove to be inaccurate. If we are unable to establish commercially viable pricing models or if demand for our products fails to develop as anticipated, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Commercial adoption of quantum computing may occur more slowly than anticipated, or quantum advantage may take longer to achieve than market expectations, which could limit demand for our products.

If commercial adoption of quantum computing occurs more slowly than anticipated, or if practical, fault -tolerant quantum computing systems are delayed or fail to achieve commercial relevance, demand for SEEQC’s products may be limited or may not materialize at all. The value of SEEQC’s technology solutions is directly tied to the commercial value of the quantum computer systems in which they are deployed. If quantum advantage — the point at which quantum computers outperform classical computers for commercially relevant applications — takes longer to achieve than current market expectations, the perceived value of quantum computer systems will be suppressed, which could materially and adversely impact demand for SEEQC’s chips and solutions and our revenue. Any delays in the commercial adoption of quantum computing or in achieving quantum advantage could materially and adversely affect SEEQC’s business, financial condition, results of operations, and prospects.

We depend on a limited supply of specialized inputs, including helium, specialty gases, and superconducting alloys, and disruptions in supply could adversely affect our operations and ability to design, market and manufacture our products.

Our technology and manufacturing processes rely on the availability of highly specialized materials, including helium (particularly liquid helium used in cryogenic cooling systems), specialty process gases, and superconducting and related alloys used in the fabrication of our single flux quantum (“SFQ”) circuits and associated quantum computing components. These materials are sourced from a limited number of suppliers, and in some cases, from geographically concentrated regions or complex global supply chains. Helium, in particular, is a finite and

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increasingly constrained resource, with supply subject to geopolitical factors, production limitations, transportation constraints, and periodic global shortages. In particular, the recent conflict in Iran has caused a global supply chain shortage of helium. Similarly, the specialty gases and materials required for superconducting fabrication — such as high -purity niobium and other alloys, as well as deposition and etching gases — are subject to supply volatility, long lead times, and limited supplier bases. Any disruption in the supply of these materials, including due to supplier insolvency, capacity constraints, export controls, trade restrictions, natural disasters, labor shortages, or geopolitical instability, could result in increased costs, delayed production schedules, or an inability to meet customer demand. In addition, qualification of alternative suppliers for these materials can be time -consuming and costly, and substitutes may not be readily available or may not meet our technical specifications. If we are unable to secure adequate and timely supplies of these critical materials on commercially reasonable terms, our business, financial condition, and results of operations could be materially and adversely affected.

We may expend our resources to pursue particular products, designs, sectors or investments and we may fail to capitalize on such products, designs, sectors or investments and/or forego other products, designs, sectors or investments that may have been more profitable or for which there may have been a greater likelihood of success.

Because we have limited financial and operational resources, we must prioritize researching and developing technologies for quantum computers with increasing computational capabilities within certain products, designs, sectors or investments. Correctly prioritizing our research and development activities is particularly important for us due to the breadth of companies building or seeking to build universal, gate -model quantum computing systems that can meet the requirements for solving commercial problems. As a result, we may forego or delay pursuit of opportunities in other products, designs, sectors or investments that later prove to have greater commercial potential. We may fail to capitalize on the products, designs, sectors, or investments we choose to pursue, and our resource allocation decisions may cause us to forego viable or more profitable products, designs, sectors or investments, which would have an adverse effect on our business, prospects and financial results.

The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long -term business prospects among current and future partners and customers.

The markets in which we operate are rapidly evolving and highly competitive. As the marketplace continues to mature and new technologies and competitors enter, we expect competition to intensify. Our current competitors include:

•          large, well -established tech companies that generally build their own room temperature and/or cryoCMOS control solutions that compete across our products, including Google, Microsoft, Amazon and IBM;

•          large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, the European Union and additional countries in the future;

•          less -established public and private companies with competing technology, including companies located outside the United States; and

•          new or emerging entrants seeking to develop competing technologies.

We compete based on various factors, including technology, performance, cost, cryogenic platform heat -load , system energy requirements, maturity (time -to -market ), supply chain complexity, scalability, compatible architecture, brand recognition and reputation, customer support and differentiated capabilities, including ease of administration and use, scalability and reliability, data governance and security. Some of our competitors have substantially greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force and customer service organization and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements and buying practices. In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for us to compete. Many of these competitors do not face the same challenges we do in growing our business. In addition, other competitors might be able to compete with us by bundling their other products in a way that does not allow us to offer a competitive solution.

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Additionally, we must be able to achieve our objectives in a timely manner such that we don’t lose ground to competitors, including competing technologies. For example, our competitors may achieve or support certain narrow and/or broad quantum milestones without our technology solutions or faster than us, which may negatively impact our business and prospects. Because there are a large number of market participants, including certain sovereign nations, focused on developing quantum computing technology, we must dedicate significant resources to achieving any technical objectives on the timelines established by our management team. Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition. For all of these reasons, competition may have a negative impact on our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.

Shifts in dominant qubit modalities could adversely affect demand for our solutions.

Our technology and product development efforts have been initially focused on superconducting qubit systems. The quantum computing industry is characterized by ongoing research and development across multiple qubit modalities, including trapped ion, photonic, neutral atom, silicon spin, and topological approaches. If alternative qubit modalities achieve greater commercial traction, demonstrate superior performance characteristics, or become the preferred platform for quantum computing applications, demand for our superconducting qubit -based solutions could decline. Additionally, customers and partners may delay or reduce their investments in our solutions while evaluating competing qubit technologies. Our ability to adapt our technology to support alternative qubit modalities, or to pivot our business strategy in response to shifts in the market, may be limited by our existing investments, technical expertise, and intellectual property portfolio. Any shift in the dominant qubit modality away from superconducting systems could have a material adverse effect on our business, financial condition, and results of operations.

We rely on the development of the broader quantum computing ecosystem, including advances by third parties over which we have no control.

Our success depends in part on continued advances and developments by third parties in the quantum computing ecosystem. These third parties include quantum system developers and integrators, qubit developers, quantum software providers, cryogenic system vendors, and classical computing platform providers, among others. We have no control over the pace, direction, or success of these third -party development efforts. If quantum system developers and/or integrators fail to achieve the performance improvements necessary to enable commercially viable quantum computing, if quantum software providers do not develop applications that effectively leverage quantum computer hardware solutions, including those that adopt our chip solutions, if cryogenic system vendors cannot deliver the components needed at acceptable cost and quality levels, or if classical computing platforms do not evolve to integrate effectively with quantum systems, our ability to deliver competitive solutions to customers could be impaired. Furthermore, third parties in the ecosystem may choose to partner with or prioritize our competitors, develop competing solutions, or exit the market entirely. Any failure or delay in the development of the broader quantum computing ecosystem could have a material adverse effect on our business, prospects, financial condition, and results of operations.

We depend on certain suppliers to source products. Failure to maintain our relationship with any of these suppliers, or a failure to replace any of these suppliers, could have a material adverse effect on our business, financial position, results of operations and cash flows.

We buy our products and supplies from suppliers that manufacture and source products from the United States and abroad. Our ability to identify and develop relationships with qualified suppliers and enter into exclusive or restrictive distribution rights agreements with suppliers who can satisfy our standards for quality and our need to access products and supplies in a timely and efficient manner is a significant challenge. Any failure to maintain our relationship with any of our key suppliers, or a failure to replace any such supplier that is lost, could have a material adverse effect on our business, financial position, results of operations and cash flows. We may be required to replace a supplier if their products do not meet our quality or safety standards. In addition, our suppliers could discontinue selling products at any time for reasons that may or may not be in our control or the suppliers’ control, including shortages of raw materials, environmental and social supply chain issues, pandemic, labor disputes or weather conditions. Disruptions in transportation lines or ongoing military conflicts and wars around the world, including related sanctions, may also cause global supply chain issues that affect us or our suppliers. We generally have multiple sources of supply, however, in some cases, materials are provided by a single supplier.

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The loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of a key supplier, temporarily or permanently, could result in a material shortage of products, which could lead to price escalations that we may be unable to offset by our prices to our customers. When supply chain issues are later resolved and prices return to normal levels, we may be required to reduce the prices at which we sell our products to our customers in order to remain competitive. In addition, even where these risks do not materialize, we may incur costs as we prepare contingency plans to address such risks. Our operating results and inventory levels could suffer if we are unable to promptly replace a supplier who is unwilling or unable to satisfy our requirements with a supplier providing similar products. In addition, our suppliers’ ability to deliver products may also be affected by raw material and commodity cost volatility or financing constraints caused by credit market conditions, which could materially and negatively impact our net sales and operating costs, at least until alternate sources of supply are arranged. Any delay or unavailability of key products required for our development activities could delay or prevent us from further developing our systems and applications on our expected timelines or at all.

Additionally, our business, financial position, results of operations and cash flows could be materially and adversely affected by our inability to continue sourcing products from our suppliers. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget. Although we seek to have alternate sources and recover increases in input costs through price increases in our products, shortages, supply chain interruptions or regulatory changes or other governmental actions could result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even in the long -term , be offset by our prices.

We face significant manufacturing and supply chain risks that could limit our ability to scale production and increase our costs.

Our quantum computing solutions require specialized manufacturing processes and complex supply chains that present significant risks to our business. Currently, our superconducting circuit fabrication is carried out in less advanced facilities due to the specialized, non -CMOS compatible materials required for superconducting circuits. This limitation may result in lower chip yields as we advance to larger, more complicated superconducting circuitry, which could increase our manufacturing costs and limit our ability to meet customer demand. In addition, superconducting circuit fabrication is highly specialized, and we rely on internal and external fabrication capabilities that may be limited in capacity, subject to disruption, or unable to meet our quality or volume requirements. Any disruptions to fabrication processes or facilities could delay development or production timelines.

As we seek to scale our operations, we face significant challenges in transitioning from internal prototyping and fabrication to external foundry partnerships for volume and high -yield manufacturing. This transition introduces technical, operational, and supply chain risks, including the potential for manufacturing delays, quality control issues, intellectual property concerns, and dependence on third -party foundries that may prioritize other customers or lack sufficient experience with our specialized fabrication requirements. We may not be able to establish foundry partnerships on commercially reasonable terms, or at all, and any partnerships we do establish may not achieve the production volumes, yields, or cost structures necessary to support our growth.

In addition, our products and their development require complex cryogenic infrastructure that is susceptible to mechanical and system failures. Our chips also require sophisticated packaging integration for customer deployments. These cryogenic and packaging requirements may limit the manufacturability of our solutions, increase production costs, extend development timelines, and create dependencies on specialized suppliers and service providers. Any failures, delays, or cost increases related to our manufacturing processes, supply chain, cryogenic infrastructure, or packaging integration could have a material adverse effect on our business, financial condition, and results of operations.

We cannot predict the consequences of future macroeconomic conditions or geopolitical events, but they may adversely affect market and economic conditions, the markets in which we operate, our ability to insure against risks, our operations or our profitability.

The global credit and financial markets have experienced extreme volatility and disruptions in the past several years, including severely diminished liquidity and credit availability, rising inflation and monetary supply shifts, rising interest rates, supply chain constraints, labor shortages, declines in consumer confidence, declines in

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economic growth, increases in unemployment rates, recession risks and uncertainty about economic stability. For instance, ongoing instability and current conflicts in global markets, including in Eastern Europe, the Middle East and Asia, and the potential for other conflicts and future terrorist activities, as well as other recent geopolitical events throughout the world, including new or increased tariffs and potential trade wars, have created and may continue to create economic and political uncertainties and impacts that could have a material adverse effect on our business, operations, and profitability. We have not experienced, and do not anticipate, any disruption in our supply chain or other business operations due to the ongoing conflicts in Ukraine, Israel and the Middle East. Sanctions imposed by the United States and other countries in response to military conflicts, including the ones in Ukraine and Iran, may also adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. If credit in financial markets outside of the United States tightened, it could adversely affect the ability of our international customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for our products, systems and services or impact the ability of our customers to make payments. However, notwithstanding our current and anticipated position, these types of matters can cause uncertainty in financial markets and may significantly increase the political, economic and social instability in geographic areas in which we operate now or may operate in the future. The extent of the impact of these conditions on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected timeframe, as well as that of third parties upon whom we rely, will depend on future developments which are uncertain and cannot be predicted. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. Events involving limited liquidity, defaults, non -performance or other adverse developments that affect financial institutions, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market -wide liquidity problems. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon development plans. In addition, there is a risk that one or more of our current suppliers or other partners may not survive an economic downturn, which could directly affect our ability to attain our operating goals on schedule and on budget.

We may face unknown supply chain issues that could delay the development or introduction of our products and negatively impact our business and operating results.

We are reliant on third -party suppliers for components necessary to develop and manufacture our quantum computing solutions. Any of the following factors (and others) could have an adverse impact on the availability of these components:

•          our inability to enter into agreements with suppliers on commercially reasonable terms, or at all;

•          difficulties of suppliers ramping up their supply of materials to meet our requirements;

•          a significant increase in the price of one or more components, including due to industry consolidation occurring within one or more component supplier markets or as a result of decreased production capacity at manufacturers;

•          any reductions or interruption in supply, including disruptions to our global supply chain as a result of ongoing global military conflicts and wars and sanctions related thereto (including as a result of disruptions in global shipping, the transport of products, energy supply, cybersecurity incidents and banking systems as well as our ability to control input costs) or otherwise;

•          financial problems of either manufacturers or component suppliers;

•          significantly increased freight charges, raw material costs, rising electrical power costs and other expenses associated with our business;

•          a failure to develop our supply chain management capabilities and recruit and retain qualified professionals;

•          a failure to adequately authorize procurement of inventory by our contract manufacturers;

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•          a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs or

•          o

### EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEEQC IN EFFECT PRIOR TO CL
EX-3.1
2
ea027813904ex3-1.htm
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEEQC IN EFFECT PRIOR TO CLOSING

Exhibit 3.1

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SEEQC, INC.

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

SeeQC, Inc., a corporation
organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ General
Corporation Law ”),

DOES HEREBY CERTIFY:

1. That
the name of this corporation is SeeQC, Inc., and that this corporation was originally incorporated pursuant to the General Corporation
Law on April 6, 2018 under the name SeeQC, Inc.

2. The
Third Amended and Restated Certificate of Incorporation of this corporation was amended and restated by the Fourth Amended and Restated
Certificate of Incorporation of this corporation, which was filed with the Secretary of State of the State of Delaware on October 31,
2024, and was subsequently amended by that certain Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation,
which was filed on February 25, 2025.

3. That
the Board of Directors duly adopted resolutions proposing to amend and restate the Third Amended and Restated Certificate of Incorporation
of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders,
and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting
forth the proposed amendment and restatement is as follows:

RESOLVED , that the Fourth
Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

First :
The name of this corporation is SeeQC, Inc. (the “ Corporation ”).

Second :
The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County
of New Castle, Wilmington, DE 19801. The name of its registered agent at such address is the Corporation Trust Company.

Third :
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law.

Fourth :
The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 28,487,198 shares of Common
Stock, $0.0001 par value per share (“ Common Stock ”) and (ii) 12,290,032 shares of Preferred Stock, $0.0001 par value
per share (“ Preferred Stock ”).

The following is a statement
of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each
class of capital stock of the Corporation.

A. COMMON
STOCK

1. General .
The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and
preferences of the holders of the Preferred Stock set forth herein.

2. Voting .
The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written
actions in lieu of meetings); provided , however , that, except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Fifth Amended and Restated Certificate of Incorporation that relates solely
to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately
or together with the holders of one or more other such series, to vote thereon pursuant to this Fifth Amended and Restated Certificate
of Incorporation or pursuant to the General Corporation Law. There shall be no cumulative voting. The number of authorized shares of Common
Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders
of one or more series of Preferred Stock that may be required by the terms of this Fifth Amended and Restated Certificate of Incorporation)
the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by
all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law.

B. PREFERRED
STOCK

1,536,006 shares of the authorized
Preferred Stock of the Corporation are hereby designated “ Series Seed-1 Preferred Stock ,” 1,099,412 shares of the authorized
Preferred Stock of the Corporation are hereby designated “ Series Seed-2 Preferred Stock ,” 2,652,734 shares of the authorized
Preferred Stock of the Corporation are hereby designated “ Series A Preferred Stock ,” and 1,059,058 of the authorized
Preferred Stock of the Corporation are hereby designated “ Series A-1 Preferred Stock ,” 3,184,572 shares of the authorized
Preferred Stock of the Corporation are hereby designated “ Series A-2 Preferred Stock ,” 1,745,625 of the authorized
Preferred Stock of the Corporation are hereby designated “ Series SA-2 Preferred Stock ,” and 1,012,625 of the authorized
Preferred Stock of the Corporation are hereby designated “ Series X Preferred Stock ,” each with the following rights,
preferences, powers, privileges and restrictions, qualifications and limitations set forth in this Part B of this Article Fourth. Unless
otherwise indicated, references to “sections” or “subsections” in this Part B of this Article Fourth refer to
sections and subsections of Part B of this Article Fourth.

2

1. Dividends .

The Corporation shall not
declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends
on shares of Common Stock payable in shares of Common Stock ) unless (in addition to the obtaining of any consents required elsewhere
in this Fifth Amended and Restated Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive,
or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to (i) in the case of a
dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Preferred Stock as would
equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such
class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share
of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii)
in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Preferred Stock determined
by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price
of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the applicable
Original Issue Price (as defined below); provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend
on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Preferred Stock
pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result
in the highest Preferred Stock dividend. The “ Original Issue Price ” shall mean $1.8405 per share with respect to the
Series Seed-1 Preferred Stock, $3.6683 per share with respect to the Series Seed-2 Preferred Stock, $6.4914 per share with respect to
the Series A Preferred Stock, $5.0633 per share with respect to the Series A-1 Preferred Stock, $7.0866 per share with respect to the
Series A-2 Preferred Stock, $5.6693 per share with respect to the Series SA-2 Preferred Stock, and $24.6883 per share with respect to
the Series X Preferred Stock, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization with respect to such series of Preferred Stock.

2. Liquidation,
Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales .

2.1 Preferential
Payments to Holders of Preferred Stock . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined below), the holders of shares
of Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation
Event or out of the Available Proceeds (as defined below), as applicable, before any payment shall be made to the holders of Common Stock
by reason of their ownership thereof, an amount per share equal to the greater of (i) the applicable Original Issue Price, plus any dividends
declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such series of Preferred Stock
been converted into Common Stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount
payable pursuant to this sentence is hereinafter referred to as the “ Liquidation Amount ”). If upon any such liquidation,
dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to
its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled
under this Section 2.1 , the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available
for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were paid in full.

3

2.2 Payments
to Holders of Common Stock . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation,
after the payment in full of all Liquidation Amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets
of the Corporation available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not
payable to the holders of shares of Preferred Stock pursuant to Section 2.1 or the remaining Available Proceeds, as the case may
be, shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

2.3 Deemed
Liquidation Events .

2.3.1 Definition .
Each of the following events shall be considered a “ Deemed Liquidation Event ” unless the holders of a majority of the
outstanding shares of Preferred Stock (voting together as a single class on an as converted to Common Stock Basis, the “ Requisite
Holders ”) elect otherwise by written notice sent to the Corporation at least 5 days prior to the effective date of any such
event:

(a) a
merger or consolidation in which

| (i) | the Corporation is a constituent party or |

| (ii) | a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital
stock pursuant to such merger or consolidation, |

except any such merger or consolidation involving
the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or
consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following
such merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2)
if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation,
the parent corporation of such surviving or resulting corporation; or

(b) (1)
the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation
or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole,
or (2) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related
transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries
taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition
is to a wholly owned subsidiary of the Corporation.

2.3.2 Effecting
a Deemed Liquidation Event .

(a) The
Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section 2.3.1(a)(i) unless the agreement
or plan of merger or consolidation for such transaction (the “ Merger Agreement ”) provides that the consideration payable
to the stockholders of the Corporation in such Deemed Liquidation Event shall be paid to the holders of capital stock of the Corporation
in accordance with Sections 2.1 and 2.2 .

4

(b) In
the event of a Deemed Liquidation Event referred to in Section 2.3.1(a)(ii) or 2.3.1(b) , if the Corporation does not effect
a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i)
the Corporation shall send a written notice to each holder of Preferred Stock no later than the ninetieth (90th) day after the Deemed
Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of
the following clause; (ii) to require the redemption of such shares of Preferred Stock, and (iii) if the holders of a majority of the
then outstanding shares of Preferred Stock (voting together as a single class on an as converted to Common Stock basis) so request in
a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the
Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities
associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation) ,
together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware
law governing distributions to stockholders (the “ Available Proceeds ”), on the one hundred fiftieth (150th) day after
such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the applicable Liquidation
Amount. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are
not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s
shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable
in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining
shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. At each such time that the Corporation
shall redeem remaining shares, the Corporation shall send written notice of the redemption (the “ Redemption Notice ”)
to each holder of record of Preferred Stock not less than ten (10) days prior to the date of such redemption (a “ Redemption Date ”).
The Redemption Notice shall state (i) the number of shares and applicable series of Preferred Stock to be redeemed from such stockholder,
(ii) the Redemption Date, (iii) the consideration to be paid, (iv) the date upon which the holder’s right to convert such shares
terminated (as determined in accordance with Subsection 4.1 ), and (v) for holders of shares in certificated form, that the holder
is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing
the shares of Preferred Stock to be redeemed. If the Redemption Notice shall have been duly given, and if on the applicable Redemption
Date the consideration payable upon redemption of the shares of Preferred Stock to be redeemed on such Redemption Date is paid or tendered
for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that
any certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with
respect to such shares of Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares
shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the consideration without interest
upon surrender of any such certificate or certificates therefor. Prior to the distribution or redemption provided for in this Section
2.3.2(b) , the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge
expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

5

2.3.3 Amount
Deemed Paid or Distributed . The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such
merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property,
rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event. The value of such property,
rights or securities shall be reasonably determined in good faith by the Board of Directors of the Corporation, including the approval
of at least one Preferred Director (as defined herein).

2.3.4 Allocation
of Escrow and Contingent Consideration . In the event of a Deemed Liquidation Event pursuant to Section 2.3.1(a)(i) , if any
portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “ Additional
Consideration ”), the Merger Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration
(such portion, the “ Initial Consideration ”) shall be allocated among the holders of capital stock of the Corporation
in accordance with Sections 2.1 and 2.2 as if the Initial Consideration were the only consideration payable in connection
with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the stockholders of the Corporation
upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Sections
2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction. For
the purposes of this Section 2.3.4 , consideration placed into escrow or retained as a holdback to be available for satisfaction
of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

3. Voting .

3.1 General .
On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the
Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be
entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held
by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided
by law or by the other provisions of this Fifth Amended and Restated Certificate of Incorporation, holders of Preferred Stock shall vote
together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis.

3.2 Election
of Directors . The holders of record of the shares of Preferred Stock, voting together and as a single class, and on an as converted
to Common Stock basis, shall be entitled to elect three (3) directors of the Corporation (the “ Preferred Directors ”)
and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors
of the Corporation. Any director elected as provided in the preceding sentence may be removed without Cause by, and only by, the affirmative
vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at
a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of
shares of Preferred Stock or Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships
for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Section 3.2 ,
then any directorship not so filled shall remain vacant until such time as the holders of the Preferred Stock or Common Stock, as the
case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be
filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill
such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class
or series of voting stock (including the Preferred Stock), voting together as a single class and on an as converted to Common Stock basis,
shall be entitled to elect the balance of the total number of directors of the Corporation. At any meeting held for the purpose of electing
a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled
to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Section 3.2 ,
a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of
a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series
pursuant to this Section 3.2 . The rights of the holders of the Preferred Stock and the rights of the holders of the Common
Stock under the first sentence of this Section 3.2 shall terminate on the first date following the Original Issue Date (as defined
below) on which there are issued and outstanding less than 3,072,508 shares of Preferred Stock (subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock).

6

3.3 Preferred
Stock Protective Provisions . At any time when at least 3,072,508 shares of Preferred Stock (subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) are outstanding,
the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without
(in addition to any other vote required by law or this Fifth Amended and Restated Certificate of Incorporation) the written consent or
affirmative vote of the Requisite Holders given in writing or by vote at a meeting, consenting or voting (as the case may be) together
as a single class and on an as converted to Common Stock basis, and any such act or transaction entered into without such consent
or vote shall be null and void ab initio , and of no force or effect.

3.3.1 Liquidate,
dissolve or wind up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event,
or consent to any of the foregoing;

3.3.2 amend,
alter or repeal any provision of this Fifth Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner
that adversely affects the powers, preferences or rights of the Preferred Stock;

3.3.3 create,
or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock unless the
same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the
Corporation, the payment of dividends and rights of redemption or voting, or increase or decrease the authorized number of shares of Common
Stock or Preferred Stock;

3.3.4 reclassify,
alter or amend any existing security of the Corporation that is pari passu with any series of Preferred Stock in respect of the distribution
of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such
reclassification, alteration or amendment would render such other security senior to the Preferred Stock in respect of any such right,
preference, or privilege or reclassify, alter or amend any existing security of the Corporation that is junior to any series of Preferred
Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends
or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with
such series of Preferred Stock in respect of any such right, preference or privilege;

7

3.3.5 cause
or permit the Corporation or any of its subsidiaries to, without approval of the Board of Directors, including the affirmative vote of
each of the Preferred Directors if any are then serving, sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency
or other blockchain-based assets (collectively, “ Tokens ”), including through a pre-sale, initial coin offering, token
distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens;

3.3.6 purchase
or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital
stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein,
(ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases
of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary
in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market
value thereof;

3.3.7 create,
or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation,
or permit any subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any shares of any class or series
of capital stock, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation,
or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction
or series of related transactions) of all or substantially all of the assets of such subsidiary;

3.3.8 increase
or decrease the authorized number of directors constituting the Board of Directors;

3.3.9 increase
or decrease the authorized number of shares of Common Stock or Preferred Stock;

3.3.10 unless
approved by the Board of Directors, including a majority of the disinterested members of the Board of Directors, enter into any contract
or assignment with (i) an officer, director, or executive of the Corporation, (ii) any entity controlled by an officer, director, or executive
of the Corporation or (iii) any immediate family member of an officer, director, or executive of the Corporation;

3.3.11 unless
approved by the Board of Directors, including the approval of at least a majority of the then-seated Preferred Directors, effect any material
change to the nature of the business of the Corporation; or

3.3.12 other
than in the ordinary course of business, transfer, lease, license, pledge or encumber assets or rights material to the Corporation’s
business.

8

3.4 Series
Seed-1 and Seed-2 Preferred Stock Protective Provisions . At any time when at least an aggregate of 658,855 shares of Series Seed-1
Preferred Stock and Series Seed-2 Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either
directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote
required by law or this Fifth Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the holders
of at least 66.67% of the outstanding shares of Series Seed-1 Preferred Stock and Series Seed-2 Preferred Stock given in writing or by
vote at a meeting, consenting or voting (as the case may be) together as a single class and on an as converted to Common Stock basis,
and any such act or transaction entered into without such consent or vote shall be null and void ab initio , and of no force
or effect.

3.4.1 amend,
alter or repeal any provision of this Fifth Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner
that adversely affects the powers, preferences or rights of the Series Seed-1 Preferred Stock or Series Seed-2 Preferred Stock but not
similarly and proportionately adversely affect the entire class of all Preferred Stock;

3.4.2 reclassify,
alter or amend any existing security of the Corporation that is pari passu with the Series Seed-1 Preferred Stock or Series Seed-2 Preferred
Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends
or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series Seed-1
Preferred Stock or Series Seed-2 Preferred Stock in respect of any such right, preference, or privilege or reclassify, alter or amend
any existing security of the Corporation that is junior to any series of Series Seed-1 Preferred Stock or Series Seed-2 Preferred Stock
in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or
rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with
such series of Series Seed-1 Preferred Stock or Series Seed-2 Preferred Stock in respect of any such right, preference or privilege; or

3.4.3 increase
or decrease the authorized number of shares of Series Seed-1 Preferred Stock or Series Seed-2 Preferred Stock.

3.5 Series
A and A-1 Preferred Stock Protective Provisions . At any time when at least an aggregate of 927,948 shares of Series A Preferred Stock
and Series A-1 Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly
by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or this
Fifth Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the holders of at least 66.67% of
the outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock given in writing or by vote at a meeting, consenting
or voting (as the case may be) together as a single class and on an as converted to Common Stock basis, and any such act or transaction
entered into without such consent or vote shall be null and void ab initio , and of no force or effect.

9

3.5.1 amend,
alter or repeal any provision of this Fifth Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner
that adversely affects the powers, preferences or rights of the Series A Preferred Stock or Series A-1 Preferred Stock but not similarly
and proportionately adversely affect the entire class of all Preferred Stock;

3.5.2 reclassify,
alter or amend any existing security of the Corporation that is pari passu with the Series A Preferred Stock or Series A-1 Preferred Stock
in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or
rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series A Preferred
Stock or Series A-1 Preferred Stock in respect of any such right, preference, or privilege or reclassify, alter or amend any existing
security of the Corporation that is junior to any series of Series A Preferred Stock or Series A-1 Preferred Stock in respect of the distribution
of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such
reclassification, alteration or amendment would render such other security senior to or pari passu with such series of Series A Preferred
Stock or Series A-1 Preferred Stock in respect of any such right, preference or privilege; or

3.5.3 increase
or decrease the authorized number of shares of Series A Preferred Stock or Series A-1 Preferred Stock.

3.6 Series
A-2 and SA-2 Preferred Stock Protective Provisions . At any time when at least an aggregate of 1,141,962 shares of Series A-2 Preferred
Stock and Series SA-2 Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either directly or
indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by
law or this Fifth Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the holders of at least
66.67% of the outstanding shares of Series A-2 Preferred Stock and Series SA-2 Preferred Stock given in writing or by vote at a meeting,
consenting or voting (as the case may be) together as a single class and on an as converted to Common Stock basis, and any such act or
transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect.

3.6.1 amend,
alter or repeal any provision of this Fifth Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner
that adversely affects the powers, preferences or rights of the Series A-2 Preferred Stock or Series SA-2 Preferred Stock but not similarly
and proportionately adversely affect the entire class of all Preferred Stock;

3.6.2 reclassify,
alter or amend any existing security of the Corporation that is pari passu with the Series A-2 Preferred Stock or Series SA-2 Preferred
Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends
or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series A-2 Preferred
Stock or Series SA-2 Preferred Stock in respect of any such right, preference, or privilege or reclassify, alter or amend any existing
security of the Corporation that is junior to any series of Series A-2 Preferred Stock or Series SA-2 Preferred Stock in respect of the
distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption,
if such reclassification, alteration or amendment would render such other security senior to or pari passu with such series of Series
A-2 Preferred Stock or Series SA-2 Preferred Stock in respect of any such right, preference or privilege; or

3.6.3 increase
or decrease the authorized number of shares of Series A-2 Preferred Stock or Series SA-2 Preferred Stock.

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3.7 Series
X Preferred Stock Protective Provisions . At any time when at least an aggregate of 202,525 shares of Series X Preferred Stock (subject
to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect
to the Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation
or otherwise, do any of the following without (in addition to any other vote required by law or this Fifth Amended and Restated Certificate
of Incorporation) the written consent or affirmative vote of the holders of at least 66.67% of the outstanding shares of Series X Preferred
Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) together as a single class and on an as converted
to Common Stock basis, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and
of no force or effect.

3.7.1 amend,
alter or repeal any provision of this Fifth Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner
that adversely affects the powers, preferences or rights of the Series X Preferred Stock but not similarly and proportionately adversely
affect the entire class of all Preferred Stock;

3.7.2 reclassify,
alter or amend any existing security of the Corporation that is pari passu with the Series X Preferred Stock in respect of the distribution
of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or rights of redemption, if such
reclassification, alteration or amendment would render such other security senior to the Series X Preferred Stock in respect of any such
right, preference, or privilege or reclassify, alter or amend any existing security of the Corporation that is junior to any series of
Series X Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the
payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior
to or pari passu with such series of Series X Preferred Stock in respect of any such right, preference or privilege; or

3.7.3 increase
or decrease the authorized number of shares of Series X Preferred Stock.

4. Optional
Conversion .

The holders of the Preferred
Stock shall have conversion rights as follows (the “ Conversion Rights ”):

4.1 Right
to Convert .

4.1.1 Conversion
Ratio . Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time,
and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of
Common Stock as is determined by dividing the applicable Original Issue Price by the applicable Conversion Price (as defined below) in
effect at the time of conversion. As of the filing of this Fifth Amended and Restated Certificate, the “ Series Seed-1 Conversion
Price ” shall be equal to $1.8405, the “ Series Seed-2 Conversion Price ” shall be equal to $3.6683, the “ Series
A Conversion Price ” shall be equal to $6.4914, the “ Series A-1 Conversion Price ” shall be equal to $5.0633,
the “ Series A-2 Conversion Price ” shall be equal to $7.0866, the “ Series SA-2 Conversion Price ”
shall be equal to $5.6693, and the “ Series X Conversion Price ” shall be equal to $24.6883 (the Series Seed-1 Conversion
Price, the Series Seed-2 Conversion Price, the Series A Conversion Price, the Series A-1 Conversion Price, the Series A-2 Conversion Price,
the Series SA-2 Conversion Price, and the Series X Conversion Price are collectively referred to herein as the “ Conversion Prices ”).
Such Conversion Prices, and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject
to adjustment as provided below.

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4.1.2 Termination
of Conversion Rights . In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the
Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts
distributable on such event to the holders of Preferred Stock.

4.2 Fractional
Shares . No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares
to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value
of a share of Common Stock as determined in good faith by the Board of Directors of the Corporation. Whether or not fractional shares
would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is
at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

4.3 Mechanics
of Conversion .

4.3.1 Notice
of Conversion . In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock,
such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Preferred
Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert
all or any number of such holder’s shares of Preferred Stock and, if applicable, any event on which such conversion is contingent
and (b), if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Preferred Stock
(or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account
of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the
principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder’s
name or the names of the nominees in which such holder wishes the shares of Common Stock to be issued. If required by the Corporation,
any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close
of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of
such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “ Conversion
Time ”), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of
record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of
Preferred Stock, or to his, her or its nominees, a notice of issuance of uncertificated shares and may, upon written request, issue and
deliver a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the
provisions hereof and, may, if applicable and upon written request, issue and deliver a certificate for the number (if any) of the shares
of Preferred Stock represented by any surrendered certificate that were not converted into Common Stock, (ii) pay in cash such amount
as provided in Section 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and
(iii) pay all declared but unpaid dividends on the shares of Preferred Stock converted.

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4.3.2 Reservation
of Shares . The Corporation shall at all times when the Preferred Stock shall be outstanding, reserve and keep available out of its
authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding
shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment to this Fifth Amended and Restated Certificate of Incorporation.
Before taking any action which would cause an adjustment reducing the applicable Conversion Price below the then par value of the shares
of Common Stock issuable upon conversion of a series of Preferred Stock, the Corporation will take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares
of Common Stock at such adjusted Conversion Price.

4.3.3 Effect
of Conversion . All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except
only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction
of a share otherwise issuable upon such conversion as provided in Section 4.2 and to receive payment of any dividends declared
but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such
series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary
to reduce the authorized number of shares of Preferred Stock accordingly.

4.3.4 No
Further Adjustment . Upon any such conversion, no adjustment to any Conversion Price shall be made for any declared but unpaid dividends
on the Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

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4.3.5 Taxes .
The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares
of Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4 . The Corporation shall not, however,
be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock
in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall
be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established,
to the satisfaction of the Corporation, that such tax has been paid.

4.4 Adjustments
to Conversion Price for Diluting Issues .

4.4.1 Special
Definitions . For purposes of this Article Fourth, the following definitions shall apply:

(a) “ Option ”
shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(b) “ Original
Issue Date ” shall mean the date on which the first share of Series X Preferred Stock was issued.

(c) “ Convertible
Securities ” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or
exchangeable for Common Stock, but excluding Options.

(d) “ Additional
Shares of Common Stock ” shall mean all shares of Common Stock issued (or, pursuant to Section 4.4.3 below, deemed
to be issued) by the Corporation after the Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of
Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “ Exempted
Securities ”):

| (i) | shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Preferred
Stock; |

| (ii) | shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split,
split-up or other distribution on shares of Common Stock that is covered by Sections 4.5 , 4.6 , 4.7 or 4.8 ; |

| (iii) | shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to,
the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation,
including the approval of at least a majority of the then-seated Preferred Directors; |

14

| (iv) | shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares
of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant
to the terms of such Option or Convertible Security; |

| (v) | shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other
financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction
approved by the Board of Directors of the Corporation, including the approval of at least a majority of the then-seated Preferred Directors; |

| (vi) | shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers
in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Corporation,
including the approval of at least a majority of the then-seated Preferred Directors; or |

| (vii) | shares of Common Stock, Options or Convertible Securities issued as acquisition consideration pursuant
to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization
or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Corporation, including
the approval of at least a majority of the then-seated Preferred Directors. |

4.4.2 No
Adjustment of Conversion Price . No adjustment in any Conversion Price shall be made as the result of the issuance or deemed issuance
of Additional Shares of Common Stock if the Corporation receives written notice from the Requisite Holders agreeing that no such adjustment
shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

15

4.4.3 Deemed
Issue of Additional Shares of Common Stock .

(a) If
the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding
Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders
of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common
Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility
or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date
shall have been fixed, as of the close of business on such record date.

(b) If
the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to a Conversion Price pursuant to the
terms of Section 4.4.4 , are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions
of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions
of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable
upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration
payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective,
the applicable Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record
date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon
the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this
clause (b) shall have the effect of increasing a Conversion Price to an amount which exceeds the lower of (i) the applicable Conversion
Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security,
or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances
of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment
date and such readjustment date.

(c) If
the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities),
the issuance of which did not result in an adjustment to a Conversion Price pursuant to the terms of Section 4.4.4 (either because
the consideration per share (determined pursuant to Section 4.4.5 ) of the Additional Shares of Common Stock subject thereto was
equal to or greater than such Conversion Price then in effect, or because such Option or Convertible Security was issued before the Original
Issue Date), are revised after the Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the
provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar
provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable
upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable
to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and
the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 4.4.3(a)) shall be deemed to
have been issued effective upon such increase or decrease becoming effective.

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(d) Upon
the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which
resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to a Conversion Price pursuant to the terms
of Section 4.4.4 , such Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option
or Convertible Security (or portion thereof) never been issued.

(e) If
the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or
the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or
Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to a Conversion Price
provided for in this Section 4.4.3 shall be effected at the time of such issuance or amendment based on such number of shares
or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated
as provided in clauses (b) and (c) of this Section 4.4.3 ). If the number of shares of Common Stock issuable upon the exercise,
conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise,
conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment
to a Conversion Price that would result under the terms of this Section 4.4.3 at the time of such issuance or amendment shall
instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent
adjustments), assuming for purposes of calculating such adjustment to such Conversion Price that such issuance or amendment took place
at the time such calculation can first be made.

4.4.4 Adjustment
of Conversion Price Upon Issuance of Additional Shares of Common Stock . In the event the Corporation shall at any time after the Original
Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4.4.3 ),
without consideration or for a consideration per share less than a Conversion Price in effect immediately prior to such issuance or deemed
issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth
of a cent) determined in accordance with the following formula:

CP 2 = CP 1 * (A + B) ÷
(A + C).

For purposes of the foregoing formula, the following
definitions shall apply:

(a) “CP 2 ”
shall mean the applicable Conversion Price in effect immediately after such issuance or deemed issuance of Additional Shares of Common
Stock

(b) “CP 1 ”
shall mean the applicable Conversion Price in effect immediately prior to such issuance or deemed issuance of Additional Shares of Common
Stock;

(c) “A”
shall mean the number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance of Additional Shares
of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately
prior to such issuance or deemed issuance or upon conversion or exchange of Convertible Securities (including the Preferred Stock) outstanding
(assuming exercise of any outstanding Options therefor) immediately prior to such issue);

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(d) “B”
shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued
or deemed issued at a price per share equal to CP 1 (determined by dividing the aggregate consideration received by the Corporation
in respect of such issue by CP 1 ); and

(e) “C”
shall mean the number of such Additional Shares of Common Stock issued in such transaction.

4.4.5 Determination
of Consideration . For purposes of this Section 4.4 , the consideration received by the Corporation for the issuance or deemed
issuance of any Additional Shares of Common Stock shall be computed as follows:

(a) Cash
and Property : Such consideration shall:

| (i) | insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation,
excluding amounts paid or payable for accrued interest; |

| (ii) | insofar as it consists of property other than cash, be computed at the fair market value thereof at the
time of such issue, as determined in good faith by the Board of Directors of the Corporation; and |

| (iii) | in the event Additional Shares of Common Stock are issued together with other shares or securities or
other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as
provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation. |

(b) Options
and Convertible Securities . The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to
have been issued pursuant to Section 4.4.3 , relating to Options and Convertible Securities, shall be determined by dividing:

| (i) | The total amount, if any, received or receivable by the Corporation as consideration for the issue of
such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the
Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options
for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible
Securities, by |

18

| (ii) | the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without
regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options
for Convertible Securities and the conversion or exchange of such Convertible Securities. |

4.4.6 Multiple
Closing Dates . In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of
one transaction or a series of related transactions and that would result in an adjustment to a Conversion Price pursuant to the terms
of Section 4.4.4 , and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to
the final such issuance, then, upon the final such issuance, such Conversion Price shall be readjusted to give effect to all such issuances
as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any
such subsequent issuances within such period).

4.5 Adjustment
for Stock Splits and Combinations . If the Corporation shall at any time or from time to time after the Original Issue Date effect
a subdivision of the outstanding Common Stock, each Conversion Price in effect immediately before that subdivision shall be proportionately
decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion
to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time
after the Original Issue Date combine the outstanding shares of Common Stock, each Conversion Price in effect immediately before the combination
shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall
be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection
shall become effective at the close of business on the date the subdivision or combination becomes effective.

19

4.6 Adjustment
for Certain Dividends and Distributions . In the event the Corporation at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution
payable on the Common Stock in additional shares of Common Stock, then and in each such event each Conversion Price in effect immediately
before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of
the close of business on such record date, by multiplying each Conversion Price then in effect by a fraction:

(1) the
numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date, and

(2) the
denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or
distribution.

Notwithstanding the foregoing (a) if such record
date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, each
Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter each Conversion Price
shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such
adjustment shall be made to a Conversion Price if the holders of the applicable series of Preferred Stock simultaneously receive a dividend
or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received
if all outstanding shares of such series of Preferred Stock had been converted into Common Stock on the date of such event.

4.7 Adjustments
for Other Dividends and Distributions . In the event the Corporation at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common
Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each
such event the holders of Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend
or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they
would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

4.8 Adjustment
for Merger or Reorganization, etc . Subject to the provisions of Section 2.3 , if there shall occur any reorganization, recapitalization,
reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted
into or exchanged for securities, cash or other property (other than a transaction covered by Sections 4.4 , 4.6 or 4.7 ),
then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock shall
thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities,
cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share
of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been
entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board
of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights
and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 4 (including
provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Preferred Stock.

20

4.9 Certificate
as to Adjustments . Upon the occurrence of each adjustment or readjustment of a Conversion Price pursuant to this Section 4 ,
the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter,
compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of the applicable series of Preferred
Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property
into which such series of Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Preferred Stock
(but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth
(i) the applicable Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities,
cash or property which then would be received upon the conversion of such Preferred Stock.

4.10 Notice
of Record Date . In the event:

(a) the
Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion
of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;
or

(b) of
any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation
Event; or

(c) of the voluntary or
involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation will send or
cause to be sent to the holders of the Preferred Stock 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 reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to
take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or
securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common
Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of
such exchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the
record date or effective date for the event specified in such notice.

21

5. Mandatory
Conversion .

5.1 Trigger
Events . Upon either (a) the closing of the sale of shares of Common Stock to the public at a price per share of at least $21.2598
per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization
with respect to the Common Stock), in a firm-commitment underwritten public offering pursuant to an effective registration statement under
the Securities Act of 1933, as amended, resulting in at least $40,000,000 of gross proceeds to the Corporation or (b) the date and time,
or the occurrence of an event, specified by vote or written consent of the holders of at least 66.67% of the outstanding shares of Preferred
Stock (voting together as a single class on an as converted to Common Stock basis) (the time of such closing or the date and time specified
or the time of the event specified in such vote or written consent is referred to herein as the “ Mandatory Conversion Time ”),
then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective
conversion rate as calculated pursuant to Section 4.1.1. and (ii) such shares may not be reissued by the Corporation.

5.2 Procedural
Requirements . All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and
the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 5 . Such notice need
not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred
Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges
that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation
to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction
of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered
for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred
Stock converted pursuant to Section 5.1 , including the rights, if any, to receive notices and vote (other than as a holder of Common
Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any
certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates
of such holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this
Section 5.2 . As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or
certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall (a) issue and deliver to such holder,
or to his, her or its nominees, a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate
or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and
(b)pay cash as provided in Section 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable on such conversion
and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall
be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action
(without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

22

6. Redeemed
or Otherwise Acquired Shares . Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its
subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the
Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

7. Waiver .
Any of the rights, powers, preferences and other terms of the Preferred Stock or any series thereof set forth herein may be waived on
behalf of the holders of the Preferred Stock or such series, as applicable, by the affirmative written consent or vote of a majority of
the shares of Preferred Stock or such series, as applicable, then outstanding voting together as a single class and on an as converted
to Common Stock basis.

8. Notices .
Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Preferred Stock shall be
mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication
in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

Fifth :
Subject to any additional vote required by this Fifth Amended and Restated Certificate of Incorporation or Bylaws, in furtherance and
not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind any or all of the Bylaws of the Corporation.

Sixth :
Subject to any additional vote required by this Fifth Amended and Restated Certificate of Incorporation, the number of directors of the
Corporation shall be determined in the manner set forth in the Bylaws of the Corporation; provided , however , that, for so
long as the holders of Preferred Stock are entitled to elect a Preferred Director, then the affirmative vote of each of the Preferred
Directors if any are then serving as a director shall be required for the authorization by the Board of Directors of any of the matters
set forth in Section 5.4 of the Amended and Restated Investors’ Rights Agreement, dated on or about the date hereof, by and among
the Corporation and the other parties thereto, as such agreement may be amended from time to time. Each director shall be entitled to
one vote on each matter presented to the Board of Directors, provided , however , to the fullest extent permitted by law,
if a given action voted on by the Board of Directors is not approved or disapproved by a majority of the directors, then the chairman
of the Board of Directors appointed pursuant to the manner set forth in the Bylaws of the Corporation shall, only with respect to any
such matter, be entitled to cast one extra vote with respect thereto and accordingly shall be entitled to cast a total of two votes with
respect thereto. For purposes of this Certificate of Incorporation and the Bylaws of the Corporation, in any circumstance in which the
immediately preceding sentence is applicable, any reference to a majority or other proportion of the directors with respect to the requisite
vote for director approval at a meeting shall be deemed to refer to such majority or other proportion, as applicable, of the votes of
the directors.

Seventh :
Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

Eighth :
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books
of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board
of Directors or in the Bylaws of the Corporation.

23

Ninth :
To the fullest extent permitted by law, a director or officer of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the General Corporation Law or any other
law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further
eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification
of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection
of a director or officer of the Corporation existing at the time of, or increase the liability of any director or officer of the Corporation
with respect to any acts or omissions of such director or officer occurring prior to, such repeal or modification.

Tenth :
To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses
to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation
to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation
Law.

Eleventh :
The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered
an opportunity to participate in, any Excluded Opportunity. An “ Excluded Opportunity ” is any matter, transaction or
interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director
of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any
partner, member, director, stockholder, employee, affiliate or agent of any such holder, other than someone who is an employee of the
Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “ Covered Persons ”),
unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession
of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation while such Covered
Person is performing services in such capacity. Any repeal or modification of this Article Eleventh will only be prospective and will
not affect the rights under this Article Eleventh in effect at the time of the occurrence of any actions or omissions to act giving rise
to liability. Notwithstanding anything to the contrary contained elsewhere in this Fifth Amended and Restated Certificate of Incorporation,
the affirmative vote of the holders of a majority of the shares of Preferred Stock then outstanding, will be required to amend or repeal,
or to adopt any provisions inconsistent with this Article Eleventh.

24

Twelfth :
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall
be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding
brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer
or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim
against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law
or the Corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its
directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim
as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery
(and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),
which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery
does not have subject matter jurisdiction. If any provision or provisions of this Fifth Amended and Restated Certificate of Incorporation
shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then,
to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of
the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth
containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable)
and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

* * *

4. That
the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance
with Section 228 of the General Corporation Law.

5. That
this Fifth Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this
Corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation
Law.

25

IN WITNESS WHEREOF ,
this Fifth Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this
17th day of November, 2025.

|
By: |
/s/ John Levy |

|
|
John Levy, President |

26

### EX-3.2 - AMENDED AND RESTATED BYLAWS OF SEEQC IN EFFECT PRIOR TO CLOSING
EX-3.2
3
ea027813904ex3-2.htm
AMENDED AND RESTATED BYLAWS OF SEEQC IN EFFECT PRIOR TO CLOSING

Exhibit 3.2

AMENDED AND RESTATED
BYLAWS

OF

SeeQC, Inc.

Article I |
CORPORATE OFFICES |
1 |

|
|
|

1.1 |
Offices |
1 |

|
|
|

Article II |
MEETINGS OF STOCKHOLDERS |
1 |

|
|
|

2.1 |
Place Of Meetings |
1 |

2.2 |
Annual Meeting |
1 |

2.3 |
Special Meeting |
1 |

2.4 |
Notice Of Stockholders’ Meetings |
2 |

2.5 |
Manner Of Giving Notice; Affidavit Of Notice |
2 |

2.6 |
Quorum |
2 |

2.7 |
Adjourned Meeting; Notice |
2 |

2.8 |
Organization; Conduct of Business |
3 |

2.9 |
Voting |
3 |

2.10 |
Waiver Of Notice |
3 |

2.11 |
Stockholder Action By Written Consent Without A Meeting |
4 |

2.12 |
Record Date For Stockholder Notice; Voting; Giving Consents |
4 |

2.13 |
Proxies |
5 |

|
|
|

Article III |
DIRECTORS |
5 |

|
|
|

3.1 |
Powers |
5 |

3.2 |
Number Of Directors |
6 |

3.3 |
Election, Qualification And Term Of Office Of Directors |
6 |

3.4 |
Resignation And Vacancies |
6 |

3.5 |
Place Of Meetings; Meetings By Telephone |
7 |

3.6 |
Regular Meetings |
7 |

3.7 |
Special Meetings; Notice |
7 |

3.8 |
Quorum |
8 |

3.9 |
Waiver Of Notice |
8 |

3.10 |
Board Action By Written Consent Without A Meeting |
8 |

3.11 |
Fees And Compensation Of Directors |
9 |

3.12 |
Approval Of Loans To Officers |
9 |

3.13 |
Removal Of Directors |
9 |

3.14 |
Chairman Of The Board Of Directors |
9 |

|
|
|

Article IV |
COMMITTEES |
9 |

|
|
|

4.1 |
Committees Of Directors |
9 |

4.2 |
Committee Minutes |
10 |

4.3 |
Meetings And Action Of Committees |
10 |

|
|
|

Article V |
OFFICERS |
10 |

|
|
|

5.1 |
Officers |
10 |

5.2 |
Appointment Of Officers |
11 |

5.3 |
Subordinate Officers |
11 |

- i -

5.4 |
Removal And Resignation Of Officers |
11 |

5.5 |
Vacancies In Offices |
11 |

5.6 |
Chief Executive Officer |
11 |

5.7 |
President |
12 |

5.8 |
Vice Presidents |
12 |

5.9 |
Secretary |
12 |

5.10 |
Chief Financial Officer |
12 |

5.11 |
Treasurer |
13 |

5.12 |
Representation Of Shares Of Other Corporations |
13 |

5.13 |
Authority And Duties Of Officers |
14 |

|
|
|

Article VI |
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS |
14 |

|
|
|

6.1 |
Indemnification Of Directors And Officers |
14 |

6.2 |
Indemnification Of Others |
14 |

6.3 |
Payment Of Expenses In Advance |
14 |

6.4 |
Indemnity Not Exclusive |
15 |

6.5 |
Insurance |
15 |

6.6 |
Conflicts |
15 |

|
|
|

Article VII |
RECORDS AND REPORTS |
15 |

|
|
|

7.1 |
Maintenance And Inspection Of Records |
15 |

7.2 |
Inspection By Directors |
16 |

|
|
|

Article VIII |
GENERAL MATTERS |
16 |

|
|
|

8.1 |
Checks |
16 |

8.2 |
Execution Of Corporate Contracts And Instruments |
16 |

8.3 |
Stock Certificates and Notices; Uncertificated Stock; Partly Paid Shares |
17 |

8.4 |
Special Designation On Certificates and Notices of Issuance |
17 |

8.5 |
Lost Certificates |
18 |

8.6 |
Construction; Definitions |
18 |

8.7 |
Dividends |
18 |

8.8 |
Fiscal Year |
18 |

8.9 |
Transfer Restrictions |
18 |

8.10 |
Transfer Of Stock |
19 |

8.11 |
Stock Transfer Agreements |
19 |

8.12 |
Stockholders of Record |
20 |

8.13 |
Transfer Agent, Registrar and Book-Entry System |
20 |

8.14 |
Facsimile or Electronic Signature |
20 |

|
|
|

Article IX |
AMENDMENTS |
20 |

- ii -

AMENDED AND RESTATED
BYLAWS

OF

SeeQC, Inc.

Article
I

CORPORATE OFFICES

| 1.1 | Offices |

In addition to the corporation’s registered
office set forth in the Certificate of Incorporation, the Board of Directors may at any time establish other offices at any place or places
where the corporation is qualified to do business.

Article
II

MEETINGS OF STOCKHOLDERS

| 2.1 | Place Of Meetings |

Meetings of stockholders shall be held at any place,
within or outside the state of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’
meetings shall be held at the registered office of the corporation.

| 2.2 | Annual Meeting |

The annual meeting of stockholders shall be held
on such date, time and place, either within or without the state of Delaware, as may be designated by resolution of the Board of Directors
each year. At the meeting, directors shall be elected and any other proper business may be transacted.

| 2.3 | Special Meeting |

A special meeting of the stockholders may be called
at any time by the Board of Directors, the chairman of the board, the chief executive officer, the president or by one or more stockholders
holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons
other than the Board of Directors, the chairman of the board, the chief executive officer or the president, the request shall be in writing,
specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally
or sent by registered mail or by email, fax, telegraphic or other facsimile or electronic transmission to the chairman of the board, the
chief executive officer, the president or the secretary of the corporation. No business may be transacted at such special meeting otherwise
than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled
to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time requested
by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is
not given within 20 days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained
in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders
called by action of the Board of Directors may be held.

| 2.4 | Notice Of Stockholders’ Meetings |

All notices of meetings with stockholders shall be
in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than 10 nor more than 60
days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place (if any),
date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called.

| 2.5 | Manner Of Giving Notice; Affidavit Of Notice |

Written notice of any meeting of stockholders, if
mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on
the records of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice
to stockholders may be given by electronic mail or other electronic transmission, in the manner provided in Section 232 of the Delaware
General Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

| 2.6 | Quorum |

The holders of a majority of the shares of stock
issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting
or (b) holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have power to
adjourn the meeting to another place (if any), date or time.

| 2.7 | Adjourned Meeting; Notice |

When a meeting is adjourned to another place (if
any), date or time, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place (if
any), thereof and the means of remote communications (if any) by which stockholders and proxyholders may be deemed to be present and vote
at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may
transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of the place (if any), date and time of the adjourned meeting
and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote
at such adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

- 2 -

| 2.8 | Organization; Conduct of Business |

Such person as the Board of Directors may have designated
or, in the absence of such a person, the chief executive officer, or in his or her absence, the president or, in his or her absence, such
person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call
to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the secretary of the corporation, the secretary
of the meeting shall be such person as the chairman of the meeting appoints.

The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business. The date
and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at
the meeting.

| 2.9 | Voting |

The stockholders entitled to vote at any meeting
of stockholders shall be determined in accordance with the provisions of Section 2.12 of these bylaws, subject to the provisions
of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners of stock and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate
of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. All elections
shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by
a majority of the votes cast affirmatively or negatively.

| 2.10 | Waiver Of Notice |

Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof,
signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before
or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice, or any waiver of
notice by electronic transmission, unless so required by the certificate of incorporation or these bylaws.

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| 2.11 | Stockholder Action By Written Consent Without A Meeting |

Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at
any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, is (a) signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voted, and (b) delivered to the corporation in accordance with Section 228(a) of the Delaware General Corporation
Law.

Every written consent shall bear the date of signature
of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless,
within 60 days of the date the earliest dated consent is delivered to the corporation, a written consent or consents signed by a sufficient
number of holders to take action are delivered to the corporation in the manner prescribed in this Section. A telegram, cablegram, electronic
mail or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person
or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section
to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General
Corporation Law.

Any copy, facsimile or other reliable reproduction
of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing (including
by electronic mail or other electronic transmission as permitted by law). If the action which is consented to is such as would have required
the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders
at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning
any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation
Law of Delaware.

| 2.12 | Record Date For Stockholder Notice; Voting; Giving Consents |

In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action.

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If the Board of Directors does not so fix a record
date:

(a) The
record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held.

(b) The
record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by
the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail or other
electronic transmission as permitted by law) is delivered to the corporation.

(c) The
record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, if such adjournment is for 30 days
or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

| 2.13 | Proxies |

Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons
to act for such stockholder by an instrument in writing or by an electronic transmission permitted by law filed with the secretary of
the corporation, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer
period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting,
facsimile, electronic or telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability
of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation
Law of Delaware.

Article
III

DIRECTORS

| 3.1 | Powers |

Subject to the provisions of the General Corporation
Law of Delaware and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by
the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board of Directors.

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| 3.2 | Number Of Directors |

Upon the adoption of these bylaws, the number of
directors constituting the entire Board of Directors shall be five (5). Thereafter, this number may be changed by a resolution of the
Board of Directors or of the stockholders, subject to Section 3.4 of these bylaws. No reduction of the authorized number of directors
shall have the effect of removing any director before such director’s term of office expires.

| 3.3 | Election, Qualification And Term Of Office Of Directors |

Except as provided in Section 3.4 of these bylaws,
and unless otherwise provided in the certificate of incorporation, directors shall be elected at each annual meeting of stockholders to
hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or
these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy,
shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Unless otherwise specified in the certificate of
incorporation, elections of directors need not be by written ballot.

| 3.4 | Resignation And Vacancies |

Any director may resign at any time upon written
notice to the attention of the Secretary of the corporation. When one or more directors so resigns and the resignation is effective at
a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

Unless otherwise provided in the certificate of incorporation
or these bylaws:

(a) Vacancies
and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having
the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

(b) Whenever
the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate
of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, or if no such director
is in office, by a majority of all directors then in office, although less than a quorum, or by a sole remaining director.

If at any time, by reason of death or resignation
or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator,
trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder,
may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may
apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation
Law of Delaware.

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If, at the time of filling any vacancy or any newly
created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior
to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the
total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held
to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

| 3.5 | Place Of Meetings; Meetings By Telephone |

The Board of Directors of the corporation may hold
meetings, both regular and special, either within or outside the state of Delaware.

Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate
in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in
person at the meeting.

| 3.6 | Regular Meetings |

Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be determined by the board.

| 3.7 | Special Meetings; Notice |

Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the chairman of the board, the chief executive officer, the president, the secretary
or any two directors.

Notice of the time and place of special meetings
shall be delivered personally or by telephone to each director or sent by first-class mail, facsimile, electronic transmission, or telegram,
charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. If the
notice is mailed, it shall be deposited in the United States mail at least 4 days before the time of the holding of the meeting. If the
notice is delivered personally or by facsimile, electronic transmission, telephone or telegram, it shall be delivered at least 24 hours
before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director
or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the
director. The notice need not specify the purpose of the meeting. The notice need not specify the place of the meeting, if the meeting
is to be held at the principal executive office of the corporation. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.

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| 3.8 | Quorum |

At all meetings of the Board of Directors, a majority
of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then
the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until
a quorum is present.

A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.

| 3.9 | Waiver Of Notice |

Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof,
signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before
or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written
waiver of notice unless so required by the certificate of incorporation or these bylaws.

| 3.10 | Board Action By Written Consent Without A Meeting |

Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings
of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.

Any copy, facsimile or other reliable reproduction
of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

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| 3.11 | Fees And Compensation Of Directors |

Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation
shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

| 3.12 | Approval Of Loans To Officers |

The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee
who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance
may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may
be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.

| 3.13 | Removal Of Directors |

Unless otherwise restricted by statute, by the certificate
of incorporation or by these bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the corporation
are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause
if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of
Directors.

No reduction of the authorized number of directors
shall have the effect of removing any director prior to the expiration of such director’s term of office.

| 3.14 | Chairman Of The Board Of Directors |

The corporation may also have, at the discretion
of the Board of Directors, a chairman of the Board of Directors who shall not be considered an officer of the corporation.

Article
IV

COMMITTEES

| 4.1 | Committees Of Directors |

The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the corporation. The Board may designate 1 or more directors
as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors,
or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending
to the stockholders, any action or matter expressly required by the General Corporate Law of Delaware to be submitted to stockholders
for approval or (ii) adopting, amending or repealing any Bylaw of the corporation.

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| 4.2 | Committee Minutes |

Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

| 4.3 | Meetings And Action Of Committees |

Meetings and actions of committees shall be governed
by, and held and taken in accordance with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6
(regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and
Section 3.10 (action without a meeting) of these bylaws, with such changes in the context of such provisions as are necessary to
substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings
of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions of these bylaws.

Article
V

OFFICERS

| 5.1 | Officers |

The officers of the corporation shall be a president
and a secretary. The corporation may also have, at the discretion of the Board of Directors, a chief executive officer, a chief financial
officer, a treasurer, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any such other
officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held
by the same person.

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| 5.2 | Appointment Of Officers |

The officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall be appointed by the Board of
Directors, subject to the rights (if any) of an officer under any contract of employment.

| 5.3 | Subordinate Officers |

The Board of Directors may appoint, or empower the
chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each
of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board
of Directors may from time to time determine.

| 5.4 | Removal And Resignation Of Officers |

Subject to the rights (if any) of an officer under
any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board
of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by
any officer upon whom the power of removal is conferred by the Board of Directors.

Any officer may resign at any time by giving written
notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights (if any) of the corporation under any contract to which the officer is a party.

| 5.5 | Vacancies In Offices |

Any vacancy occurring in any office of the corporation
shall be filled by the Board of Directors.

| 5.6 | Chief Executive Officer |

Subject to such supervisory powers (if any) as may
be given by the Board of Directors to the chairman of the board (if any), the chief executive officer of the corporation (if such an officer
is appointed) shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business
and the officers of the corporation and shall have the general powers and duties of management usually vested in the office of chief executive
officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

The person serving as chief executive officer shall
also be the acting president of the corporation whenever no other person is then serving in such capacity.

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| 5.7 | President |

Subject to such supervisory powers (if any) as may
be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general
supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and
duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed
by the Board of Directors or these bylaws.

The person serving as president shall also be the
acting chief executive officer, secretary or treasurer of the corporation, as applicable, whenever no other person is then serving in
such capacity.

| 5.8 | Vice Presidents |

In the absence or disability of the chief executive
officer and president, the vice presidents (if any) in order of their rank as fixed by the Board of Directors or, if not ranked, a vice
president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by the Board of Directors, these bylaws, the president or the chairman
of the board.

| 5.9 | Secretary |

The secretary shall keep or cause to be kept, at
the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings
and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names
of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’
meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at
the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined
by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of certificates (if any) evidencing such shares, and the
number and date of cancellation of every certificate (if any) surrendered for cancellation.

The secretary shall give, or cause to be given, notice
of all meetings of the stockholders and of the Board of Directors required to be given by law or by these bylaws. He or she shall have
such other powers and perform such other duties as may be prescribed by the Board of Directors or by these bylaws.

| 5.10 | Chief Financial Officer |

The chief financial officer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of
the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and
shares. The books of account shall at all reasonable times be open to inspection by any member of the Board of Directors.

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The chief financial officer shall render to the chief
executive officer, the president, or the Board of Directors, upon request, an account of all his or her transactions as chief financial
officer and of the financial condition of the corporation. He or she shall have the general powers and duties usually vested in the office
of chief financial officer of a corporation and shall have such other powers and perform such other duties as may be prescribed by the
Board of Directors or these bylaws.

The person serving as the chief financial officer
shall also be the acting treasurer of the corporation whenever no other person is then serving in such capacity. Subject to such supervisory
powers (if any) as may be given by the Board of Directors to another officer of the corporation, the chief financial officer shall supervise
and direct the responsibilities of the treasurer whenever someone other than the chief financial officer is serving as treasurer of the
corporation.

| 5.11 | Treasurer |

The treasurer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records with respect to all bank accounts, deposit accounts, cash management accounts
and other investment accounts of the corporation. The books of account shall at all reasonable times be open to inspection by any member
of the Board of Directors.

The treasurer shall deposit, or cause to be deposited,
all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board
of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors and shall render to the
chief financial officer, the chief executive officer, the president or the Board of Directors, upon request, an account of all his or
her transactions as treasurer. He or she shall have the general powers and duties usually vested in the office of treasurer of a corporation
and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws.

The person serving as the treasurer shall also be
the acting chief financial officer of the corporation whenever no other person is then serving in such capacity.

| 5.12 | Representation Of Shares Of Other Corporations |

The chairman of the board, the chief executive officer,
the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other
person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other
person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

- 13 -

| 5.13 | Authority And Duties Of Officers |

In addition to the foregoing authority and duties,
all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the
corporation as may be designated from time to time by the Board of Directors or the stockholders.

Article
VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

| 6.1 | Indemnification Of Directors And Officers |

The corporation shall, to the maximum extent and
in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including
attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director”
or “officer” of the corporation includes any person (a) who is or was a director or officer of the corporation, (b) who
is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation.

| 6.2 | Indemnification Of Others |

The corporation shall have the power, to the maximum
extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than
directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation.
For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer)
includes any person (a) who is or was an employee or agent of the corporation, (b) who is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was
an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of
such predecessor corporation.

| 6.3 | Payment Of Expenses In Advance |

Expenses incurred in defending any action or proceeding
for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2
following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately
be determined by final judicial decision from which there is no further right to appeal that the indemnified party is not entitled to
be indemnified as authorized in this Article VI.

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| 6.4 | Indemnity Not Exclusive |

The indemnification provided by this Article VI
shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity
while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation

| 6.5 | Insurance |

The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the
General Corporation Law of Delaware.

| 6.6 | Conflicts |

No indemnification or advance shall be made under
this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of
competent jurisdiction, in any circumstance where it appears:

(a) That
it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the stockholders or an agreement
in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That
it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Article
VII

RECORDS AND REPORTS

| 7.1 | Maintenance And Inspection Of Records |

The corporation shall, either at its principal executive
offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and
addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and
other records.

Any stockholder of record, in person or by attorney
or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and
to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder.
In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

- 15 -

A complete list of stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder
and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder for
a period of at least 10 days prior to the meeting in the manner provided by law. The stock list shall also be open to the examination
of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by each of them.

| 7.2 | Inspection By Directors |

Any director shall have the right to examine the
corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his
or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books
and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe
any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and
proper.

Article
VIII

GENERAL MATTERS

| 8.1 | Checks |

From time to time, the Board of Directors shall determine
by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences
of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse
those instruments.

| 8.2 | Execution Of Corporate Contracts And Instruments |

The Board of Directors, except as otherwise provided
in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified
by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

- 16 -

| 8.3 | Stock Certificates and Notices; Uncertificated Stock;
Partly Paid Shares |

The shares of the corporation may be certificated
or uncertificated, as designated by resolution of the Board of Directors, and shall be entered in the books of the corporation and recorded
as they are issued. Any or all of the signatures on any certificate may be a facsimile or electronic signature. In case any officer, transfer
agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if
he or she were such officer, transfer agent or registrar at the date of issue.

Within a reasonable time after the issuance or transfer
of uncertificated stock, the corporation shall send to the record owner thereof a written notice (which may be electronic) that shall
set forth the name of the corporation, that the corporation is organized under the laws of Delaware, the name of the stockholder, the
number and class (and the designation of the series, if any) of the shares, and any restrictions on the transfer or registration of such
shares of stock imposed by the corporation’s certificate of incorporation, these bylaws, any agreement among stockholders (in the
discretion of the corporation) or any agreement between stockholders and the corporation.

The corporation may issue the whole or any part of
its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each
stock certificate (if any) issued to represent any such partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration actually paid thereon.

| 8.4 | Special Designation On Certificates and Notices of Issuance |

If the corporation is authorized to issue more than
one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue
to represent such class or series of stock or the notice of issuance to the record owner of uncertificated stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there
may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock or
the notice of issuance to the record owner of uncertificated stock a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

- 17 -

| 8.5 | Lost Certificates |

Except as provided in this Section 8.5, no new
certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation
and cancelled at the same time. The corporation may issue a new stock certificate, or notice of issuance in the case of uncertificated
stock, in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may
require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or notice. For clarity, in the case of lost, stolen or destroyed certificated shares
that have been designated by resolution of the Board of Directors to be uncertificated shares, the holder shall not be entitled to a new
stock certificate.

| 8.6 | Construction; Definitions |

Unless the context requires otherwise, the general
provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these bylaws.
Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and
the term “person” includes both a corporation and a natural person.

| 8.7 | Dividends |

The directors of the corporation, subject to any
restrictions contained in (a) the General Corporation Law of Delaware or (b) the certificate of incorporation, may declare and
pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s
capital stock.

The directors of the corporation may set apart out
of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and
meeting contingencies.

| 8.8 | Fiscal Year |

The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors and may be changed by the Board of Directors.

| 8.9 | Transfer Restrictions |

Notwithstanding anything to the contrary, except
as expressly permitted in this Section 8.9, a stockholder shall not transfer, whether by sale, gift or otherwise, any shares of the
corporation’s stock, or any economic or beneficial interest in any such shares, to any person unless such transfer is approved by
the Board of Directors prior to such transfer, which approval may be granted or withheld in the Board of Directors’ sole and absolute
discretion. Any transaction designed to give the stockholder essentially the same economic benefit as a sale of the shares shall be deemed
to constitute a transfer of the shares. Any purported transfer of any shares of the corporation’s stock effected in violation of
this Section 8.9 shall be null and void and shall have no force or effect and the corporation shall not register any such purported
transfer.

- 18 -

Any stockholder seeking the approval of the Board
of Directors of a transfer of some or all of its shares shall give written notice thereof to the Secretary of the corporation that shall
include: (a) the name of the stockholder; (b) the proposed transferee; (c) the number of shares of the transfer of which approval is thereby
requested; and (d) the purchase price (if any) of the shares proposed for transfer. The corporation may require the stockholder to supplement
its notice with such additional information as the corporation may request.

Certificates representing, and in the case of uncertificated
securities, notices of issuance with respect to, shares of stock of the corporation shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:

THE TRANSFER OF SECURITIES
referenced herein IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL OF THE BOARD OF DIRECTORS PURSUANT TO AND IN ACCORDANCE WITH THE COMPANY’S
BYLAWS, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT
REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH THE COMPANY’S
BYLAWS .

The corporation shall take all such actions as are
practicable to cause the certificates representing, and notices of issuance with respect to, shares that are subject to the restrictions
on transfer set forth in this Section to contain the foregoing legend.

| 8.10 | Transfer Of Stock |

The corporation shall register the transfer of shares
of its capital stock as required by Section 8-401 of the Delaware Uniform Commercial Code-Investment Securities. Upon receipt by
the corporation or the transfer agent of the corporation of transfer instructions deemed proper by the corporation or the transfer agent
of the corporation from the record holder of uncertificated shares or upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by evidence of succession, assignation or authority to transfer deemed proper
by the corporation or the transfer agent of the corporation, the corporation may issue a new certificate or, in the case of uncertificated
securities, a notice of issuance of shares, to the person entitled thereto, cancel the old certificate (if any) and record the transaction
in its books. For clarity, in the case of a transfer of certificated shares that have been designated by resolution of the Board of Directors
to be uncertificated shares, both the transferred shares issued to the transferee and any balance shares issued to the transferor shall
be uncertificated.

| 8.11 | Stock Transfer Agreements |

The corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer
of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General
Corporation Law of Delaware.

- 19 -

| 8.12 | Stockholders of Record |

The corporation shall be entitled to recognize the
exclusive right of a person recorded on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled
to hold liable for calls and assessments the person recorded on its books as the owner of shares, and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.

| 8.13 | Transfer Agent, Registrar and Book-Entry System |

The Board of Directors may appoint a transfer agent
and registrar and may make or authorize such agent to adopt all such policies deemed necessary or appropriate by such agent concerning
the issue, transfer and registration of shares of the corporation’s capital stock, whether certificated or uncertificated. The corporation
or any such agent may implement a book-entry system and/or securityholder registry, which may be made up of one or more linked systems,
registries or databases, for any of the certificated or uncertificated shares of the corporation’s capital stock.

| 8.14 | Facsimile or Electronic Signature |

In addition to the provisions for use of facsimile
or electronic signatures elsewhere specifically authorized in these bylaws, facsimile or electronic signatures of any stockholder, director
or officer of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Article
IX

AMENDMENTS

The Bylaws of the corporation may be adopted, amended
or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer
the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall
not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

- 20 -

### EX-3.3 - AMENDMENT TO AMENDED AND RESTATED BYLAWS OF SEEQC IN EFFECT PRIOR TO CLOSING
EX-3.3
4
ea027813904ex3-3.htm
AMENDMENT TO AMENDED AND RESTATED BYLAWS OF SEEQC IN EFFECT PRIOR TO CLOSING

Exhibit 3.3

Amendment to

Amended and Restated Bylaws of

Seeqc, Inc.

Article VIII, Section 8.9 of the Amended and Restated Bylaws of Seeqc,
Inc. (the “ Company ”) is hereby amended by adding the following after the last paragraph:

“The foregoing transfer
restrictions set forth in this Section 8.9 shall not apply to any shares of the corporation’s preferred stock or any shares of the
corporation’s common stock issued on conversion of the corporation’s preferred stock.”

CERTIFICATION

I, the undersigned officer, hereby certify that the foregoing Amendment
to the Amended and Restated Bylaws of the Company was duly adopted by the Board of Directors of the Company on July 10, 2020.

|
/s/ Tim Anglim |

|
Tim Anglim, Secretary of the Company |

### EX-10.6 - SEEQC, INC. 2019 EQUITY INCENTIVE PLAN
EX-10.6
5
ea027813904ex10-6.htm
SEEQC, INC. 2019 EQUITY INCENTIVE PLAN

Exhibit 10.6

SEEQC, INC.

2019 Equity
Incentive Plan

1. Purpose
of the Plan . The Company has adopted the 2019 Equity Incentive Plan to (a) attract, retain and motivate individual service providers
to the Company and its Related by providing them the opportunity to acquire an equity interest in the Company and (b) align their interests
and efforts with the long-term interests of the Company’s stockholders.

2. Definitions .
Capitalized terms used in the Plan have the meanings set forth in Appendix A .

3. Administration .

(a) Plan
Administrator . The Plan will be administered by the Board or a Committee duly authorized by the Board. All references in the Plan
to the “ Plan Administrator ” will be to the Board or the authorized Committee.

(b) Powers
of Plan Administrator . The Plan Administrator will have full power and exclusive authority, subject to the terms of this Plan,
restrictions under applicable law, and the delegation of authority from the Board, to (i) select the Eligible Persons to whom Awards may
be granted; (ii) determine the type of Awards to be granted to each Participant; (iii) determine the number of shares of Common Stock
to be covered by each Award; (iv) determine the terms and conditions of any Award, including when Awards may vest, be exercised, or settled,
and waive or modify any of those terms; (v) approve the forms of documentation for Awards; (vi) determine whether, to what extent and
under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) interpret
and administer the Plan, any instrument evidencing an Award and any other agreements or documents related to the administration of Awards;
(viii) establish rules and regulations as it deems appropriate for the proper administration of the Plan; (ix) delegate ministerial duties
to the Company’s employees as it so determines; and (x) make any other determination and take any other action that the Plan Administrator
deems necessary or desirable for administration of the Plan. The Plan Administrator’s decisions will be final, conclusive and binding
on all persons, including the Company, any Participant, any stockholder and any Eligible Person. A majority of the members of the Plan
Administrator may determine its actions.

4. Shares
Subject to the Plan .

(a) Authorized
Number of Shares . Subject to adjustment from time to time as provided in this Plan, the number of shares of Common Stock available
for issuance under the Plan will be 5,050,895 shares (the “ Share Reserve ”). Shares issued under the Plan
will be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.

(b) Share
Usage .

(i) Shares
of Common Stock covered by an Award will not reduce the available Share Reserve unless and until they are actually issued to a Participant.
Shares tendered to pay the exercise price or withholding taxes are deemed actually issued then tendered back to the Company.

(ii) If
(A) any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, (B) shares under an Award are issued
to a Participant and thereafter are forfeited to or otherwise reacquired by the Company (including to pay the exercise price or applicable
tax withholdings due on an Award), or (C) an Award is settled in cash, then those shares that are either not issued under the Award, or
that are forfeited or reacquired under the Award, will remain, or again become, available for issuance under the Plan.

(iii) If
a Participant receives dividends or dividend equivalents in respect of an Award in the form of shares or reinvests cash dividends or dividend
equivalents paid in respect of Awards into shares of Common Stock, those shares will not reduce the Share Reserve, unless expressly determined
otherwise by the Plan Administrator.

(iv) The
Plan Administrator will also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for
grants or rights earned or due under other compensation plans or arrangements of the Company.

(v) The
Plan Administrator may grant Substitute Awards under the Plan. If a written agreement between the Company and an Acquired Entity pursuant
to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and conditions of the
substitution for or assumption of outstanding awards of the Acquired Entity, the grant of those substitute or assumed awards will be deemed
to be the action of the Plan Administrator without any further action by the Plan Administrator, and the persons holding the newly substituted
or assumed Awards will be deemed to be Participants.

5. Eligibility .
The Plan Administrator may grant Awards (a) to any employee (including any officer) of the Company or a Related Company and (b) to any
independent contractor (including directors, consultants and advisors) for bona fide services rendered to the Company or any Related Company,
provided the services (i) are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction
and (ii) do not directly or indirectly promote or maintain a market for the Company’s securities.

6. Awards .

(a) Evidence
of Awards . The Plan Administrator will document all Awards by a written, including an electronic, instrument that will contain
the terms, conditions, limitations and restrictions applicable to the Award.

- 2 -

(b) Dividends
and Distributions . The Plan Administrator may award or credit dividends or dividend equivalents to be paid with respect to shares
of Common Stock underlying an Award, and the terms and conditions for those amounts, including the form of payment and any vesting or
other restrictions thereon. However, consistent with Section 409A, the right to any dividends or dividend equivalents declared and paid
on the number of shares underlying an Option or a Stock Appreciation Right may not be contingent, directly or indirectly, on the exercise
of the Option or Stock Appreciation Right and must otherwise comply with or qualify for an exemption under Section 409A. In addition,
the right to any dividends or dividend equivalents declared and paid on Restricted Stock must (i) be paid at the same time such dividends
or dividend equivalents are paid to other stockholders (although it may be subject to the same restrictions as the underlying Restricted
Stock) and (ii) comply with or qualify for an exemption under Section 409A.

(c) Leaves
of Absence . The Plan Administrator will determine the effect on Awards of a Participant’s leave of absence or change in
hours of employment or service. In general, if, after the Grant Date of any Award to the Participant, a Participant’s regular level
of time commitment in the performance of his or her services for the Company and any Related Companies is reduced (for example, and without
limitation, if the Participant has a change in status from a full-time Employee to a part-time Employee, or if the Participant goes on
a leave of absence without using paid vacation or sick days), the Plan Administrator has the right in its sole discretion (and without
the need to seek or obtain the consent of the affected Participant) to (i) make a corresponding reduction in the number of shares or cash
amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment,
and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. If an Award
is reduced, the Participant will have no right with respect to the portion of the Award that is so reduced.

(d) Payments
for Shares and Taxes . The Plan Administrator will determine the forms of consideration a Participant may use to pay the exercise
or purchase price for shares issued under Awards or the withholding taxes due in connection with Awards. A Participant must pay all consideration
due in connection with the Award (including taxes) before the Company will issue the shares being purchased. The Plan Administrator may
permit the use of one or more of the following forms of combination:

(i) cash
or cash equivalent, including checks and wire transfers;

(ii) having
the Company withhold shares of Common Stock that would otherwise be issued under an Award (other than an Incentive Stock Option) that
have an aggregate Fair Market Value on that date equal to the consideration owed to the Company;

(iii) tendering
(either actually or, if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock owned by the Participant that have an aggregate Fair Market Value on that date equal to the consideration owed
to the Company;

(iv) if
and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law,
delivery of a properly executed agreement, together with irrevocable instructions to a brokerage firm designated or approved by the Company
to deliver promptly to the Company the aggregate amount of proceeds to pay the consideration due to the Company, all in accordance with
the regulations of the Federal Reserve Board; or

- 3 -

(v) tendering
the cash proceeds resulting from a sale to a third party investor of some of the shares subject to the Award, but only if the investor
is approved by the Company at that time under a private liquidity assistance program approved by the Company;

(vi) delivery
of a promissory note that bears interest at a rate specified by the Plan Administrator that is not less than the rate required to avoid
imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes; or

(vii) such
other consideration as the Plan Administrator may permit.

7. Options
& SARs .

(a) Exercise
Price . Generally, the Plan Administrator may not grant Options or SARs with an exercise price per share less than 100% of the
Fair Market Value of the Common Stock on the Grant Date. However, the Plan Administrator may grant Options or SARs with a lower price
in the case of (i) Substitute Awards, (ii) Awards that are granted in a manner exempt from or compliant with Section 409A, or (iii)
Awards granted to Participants who are not, at grant, subject to Section 409A.

(b) Term .
Subject to earlier termination in accordance with the terms of the Plan and the Award Agreement, the maximum term of an Option or SAR
will be ten years from the Grant Date.

(c) Conditions
to Exercise . The Plan Administrator will establish and define in the Award Agreement the times at which the Award will vest and
become exercisable, which need not be the same. To exercise an Option or SAR, the Participant must deliver (i) the exercise agreement,
in the form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to
which the Award is being exercised, and (ii) payment in full of the exercise price and any tax withholding obligations. The Plan Administrator
may include in the form the restrictions imposed on the shares purchased and the representations and agreements required of the Participant.
The Plan Administrator may require than an Option may be exercised only for whole shares and for not less than a reasonable number of
shares at any one time.

(d) Effect
of Termination of Service . The Plan Administrator will establish and define in the Award Agreement how an Option or SAR will be
treated on a Termination of Service. Unless otherwise set forth in the Award Agreement, the following treatment will apply:

(i) Any
portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service will expire on such
date.

(ii) Any
portion of an Option that is vested and exercisable on the date of a Participant’s Termination of Service will expire on the earliest
to occur of:

(A) if
the Participant’s Termination of Service occurs for reasons other than Cause, Disability or death, the date that is 3 months after
such Termination of Service;

- 4 -

(B) if
the Participant’s Termination of Service occurs by reason of Cause, the date of the Termination of Service;

(C) if
the Participant’s Termination of Service occurs by reason of death or Disability the date that is 12 months after such Termination
of Service; and

(D) the
Option Expiration Date.

(iii) Notwithstanding
the foregoing, if a Participant dies after the Participant’s Termination of Service but while an Option is otherwise exercisable,
the portion of the Option that is vested and exercisable on the date of such Termination of Service will expire on the earlier to occur
of (A) the Option Expiration Date and (B) the date that is 12 months after the date of death, unless the Plan Administrator determines
otherwise.

(iv) Also
notwithstanding the foregoing, if a Participant’s employment or service relationship with the Company is suspended pending an investigation
of whether the Participant will be terminated for Cause, all the Participant’s rights under any Option will likewise be suspended
during the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant’s
Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

8. Incentive
Stock Option Limitations . Notwithstanding any other provision of the Plan to the contrary, the terms and conditions of any Incentive
Stock Options will in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable
regulations thereunder, including, to the extent required thereunder, the following:

(a) ISO
Limit . The maximum number of shares that may be issued on the exercise of Incentive Stock Options will equal twice the Share Reserve
(the “ ISO Limit ”). Each increase to the Share Reserve authorized by the Board and stockholders after the Effective
Date will also result in a corresponding increase in this ISO Limit.

(b) ISO
Qualification . To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to
which a Participant’s Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and
all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, or to the extent a portion of
the Option otherwise does not comply with the requirements under Section 422 of the Code, such portion will be treated as a Nonqualified
Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar
year, such limitation will be applied on the basis of the order in which such Options are granted.

(c) Eligible
Employees . Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted
Incentive Stock Options.

- 5 -

(d) Exercise
Price . Incentive Stock Options will be granted with an exercise price per share not less than 100% of the Fair Market Value of
the Common Stock on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the
total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a “ Ten Percent
Stockholder ”), will be granted with an exercise price per share not less than 110% of the Fair Market Value of the Common Stock
on the Grant Date. The determination of more than 10% ownership will be made in accordance with Section 422 of the Code.

(e) Option
Term . Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum
term of an Incentive Stock Option will not exceed ten years, and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder,
will not exceed five years.

(f) Exercisability .
An Option designated as an Incentive Stock Option will cease to qualify for favorable tax treatment as an Incentive Stock Option to the
extent it is exercised (if permitted by the terms of the Option) (i) more than three months after the date of a Participant’s termination
of employment if termination was for reasons other than death or disability, (ii) more than one year after the date of a Participant’s
termination of employment if termination was by reason of disability, or (iii) more than six months following the first day of a Participant’s
leave of absence that exceeds three months, unless the Participant’s reemployment rights are guaranteed by statute or contract.

(g) Taxation
of Incentive Stock Options .

(i) In order
to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares
acquired on the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise.

(ii) A Participant
may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant will give the Company
prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding
periods.

(h) Code
Definitions . For the purposes of this Section 8, “ disability ,” “ parent corporation ”
and “ subsidiary corporation ” will have the meanings attributed to those terms for purposes of Section 422 of the
Code.

(i) Stockholder
Approval . If the stockholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the
Plan (or the Board’s adoption of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422
of the Code) Incentive Stock Options granted under the Plan after the date of the Board’s adoption (or approval) will be treated
as Nonqualified Stock Options. No Incentive Stock Options may be granted more than ten years after the earlier of the approval by the
Board or the stockholders of the Plan (or any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422
of the Code).

(j) In
interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan will, to the
extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code, and
to the extent such Option does not meet the requirements of Section 422 of the Code, such Option (or portion thereof) will be treated
as a Nonqualified Stock Option.

- 6 -

9. Stock
Appreciation Rights .

(a) Grant
of Stock Appreciation Rights . The Plan Administrator may grant Stock Appreciation Rights to Participants at any time on such terms
and conditions as the Plan Administrator will determine in its sole discretion. An SAR may be granted in tandem with an Option (a “tandem
SAR”) or alone (a “freestanding SAR”). The grant price of a tandem SAR will be equal to the exercise price of the related
Option. The grant price of a freestanding SAR will be established in accordance with procedures for Options set forth in Section 7(a)
above. An SAR may be exercised on such terms and conditions and for such term as the Plan Administrator determines in its sole discretion;
provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR,
the maximum term of a freestanding SAR will be ten years, and in the case of a tandem SAR, (i) the term will not exceed the term of the
related Option and (ii) the tandem SAR may be exercised for all or part of the shares subject to the related Option on the surrender of
the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the
shares for which its related Option is then exercisable.

(b) Payment
of SAR Amount . On the exercise of an SAR, a Participant will be entitled to receive payment in an amount determined by multiplying:
(i) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (ii) the
number of shares with respect to which the SAR is exercised. At the discretion of the Plan Administrator as set forth in the instrument
evidencing the Award, the payment on exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner
approved by the Plan Administrator in its sole discretion.

(c) Waiver
of Restrictions . The Plan Administrator, in its sole discretion, may waive any other terms, conditions or restrictions on any
SAR under such circumstances and subject to such terms and conditions as the Plan Administrator will deem appropriate.

10. Stock
Awards, Restricted Stock and Stock Units .

(a) Grant
of Stock Awards, Restricted Stock and Stock Units . The Plan Administrator may grant Stock Awards, Restricted Stock and Stock Units
on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service
with the Company or a Related Company or the achievement of any performance goals, as the Plan Administrator will determine in its sole
discretion, which terms, conditions and restrictions will be set forth in the instrument evidencing the Award.

(b) Vesting
of Restricted Stock and Stock Units . On the satisfaction of any terms, conditions and restrictions prescribed with respect to
Restricted Stock or Stock Units, or on a Participant’s release from any terms, conditions and restrictions on Restricted Stock or
Stock Units, as determined by the Plan Administrator (i) the shares covered by each Award of Restricted Stock will become freely transferable
by the Participant subject to the terms and conditions of the Plan, the instrument evidencing the Award, and applicable securities laws,
and (ii) Stock Units will be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination
of cash and shares of Common Stock. Any fractional shares subject to such Awards will be paid to the Participant in cash.

- 7 -

(c) Waiver
of Restrictions . The Plan Administrator, in its sole discretion, may waive the repurchase or forfeiture period and any other terms,
conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as
the Plan Administrator will deem appropriate.

11. Other
Stock or Cash Based Awards . Subject to the terms of the Plan and such other terms and conditions as the Plan Administrator deems
appropriate, the Plan Administrator may grant other incentives payable in cash or in shares of Common Stock under the Plan.

12. Withholding .

(a) The
Company may require the Participant to pay to the Company or a Related Company, as applicable, the amount of (i) any taxes that the Company
or a Related Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or
exercise of an Award (“tax withholding obligations”) and (ii) any amounts due from the Participant to the Company or to any
Related Company (“other obligations”). The Company will not be required to issue any shares of Common Stock or otherwise settle
an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

(b) The
Plan Administrator, in its sole discretion, may permit or require a Participant to satisfy all or part of the Participant’s tax
withholding obligations and other obligations by (i) paying cash to the Company or a Related Company, as applicable, (ii) having the Company
or a Related Company, as applicable, withhold an amount from any cash amounts otherwise due or to become due from the Company or a Related
Company to the Participant, (iii) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the
Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and
other obligations, or (iv) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax
withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer’s applicable
maximum required tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting
purposes, as determined by the Plan Administrator in its sole discretion.

(c) Assignability .
No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation
or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will
or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on a
Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s
lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422
of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award, subject to such
terms and conditions as the Plan Administrator will specify.

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13. Restrictions
on Transfer of Common Stock . No shares of Common Stock acquired pursuant to an Award may be Transferred, whether by a Participant
or any other person or entity, except pursuant to a Permitted Transfer. As a condition to any Permitted Transfer, the person or entity
to whom Transfer Restricted Common Stock is so Transferred will be obligated to execute an agreement in form and substance prescribed
by the Plan Administrator under which the recipient agrees to be bound by the terms and conditions of the Plan. The restrictions imposed
by this Section 13 will terminate on the earlier to occur of (i) the date on which the initial registration of the Common Stock under
Sections 12(b) or 12(g) of the Exchange Act first becomes effective and (ii) a Change of Control.

14. Adjustments .

(a) Adjustment
of Shares .

(i) If,
at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company’s corporate or capital
structure results in (A) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being
exchanged for a different number or kind of securities of the Company or any other company or (B) new, different or additional securities
of the Company or any other company being received by the holders of shares of Common Stock, then the Plan Administrator will make proportional
adjustments in (1) the maximum number and kind of securities available for issuance under the Plan; (2) the maximum number and kind of
securities issuable as Incentive Stock Options as set forth in Section 8(a); and (3) the number and kind of securities that are subject
to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The
determination by the Plan Administrator as to the terms of any of the foregoing adjustments will be conclusive and binding.

(ii) Notwithstanding
the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services rendered, either on direct sale or on the exercise of rights or warrants to subscribe therefor,
or on conversion of shares or obligations of the Company convertible into such shares or other securities, will not affect, and no adjustment
by reason thereof will be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of
the Company or a Change of Control will not be governed by this Section 14(a) but will be governed by Sections 14(b) below and
14(c) below, respectively.

(b) Dissolution
or Liquidation . To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in
its sole discretion, Awards will terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting
condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator, the Award will
be forfeited immediately prior to the consummation of the dissolution or liquidation.

- 9 -

(c) Change
of Control . The following provisions will apply to Awards in the event of a Change of Control unless otherwise provided in the
Award Agreement or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly
provided by the Board at the time of grant of an Award. In the event of a Change of Control, and despite any other provision of the Plan,
the Board may take one or more of the following actions with respect to Awards, contingent on the closing or completion of the Change
of Control:

(i) arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or
continue the Award or to substitute a similar stock award for the Award (including, but not limited to, an award to acquire the same consideration
paid to the stockholders of the Company pursuant to the Change of Control);

(ii) arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Award
to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate
the vesting, in whole or in part, of the Award (and, if applicable, the time at which the Award may be exercised) to a date prior to the
effective time of such Change of Control as the Board determines (or, if the Board does not determine such a date, to the date that is
five (5) days prior to the effective date of the Change of Control), with such Award terminating if not exercised (if applicable) immediately
prior to the effective time of the Change of Control;

(iv) arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award on a date
prior to the effective time of such Change of Control as the Board will determine (or, if the Board will not determine such a date, on
the date that is five (5) days prior to the effective date of the Change of Control);

(v) cancel
or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the Change of Control,
in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and

(vi) make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received on the exercise of the Award immediately prior to the effective time of the Change of Control, over (B) any exercise
price payable by such holder in connection with such exercise, in consideration for the termination of such Award at or immediately prior
to the closing. For clarify, this payment may be zero if the fair market value of the property is equal to or less than the exercise price.

(vii) The
Board need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The
Board may take different actions with respect to the vested and unvested portions of an Award. Only to the extent permitted under Code
Section 409A may the Board provide that payments under this provision may be delayed to the same extent that payment of consideration
to the holders of the Company’s Common Stock in connection with the Change of Control is delayed as a result of escrows, earn outs,
holdbacks or other contingencies. In addition, the Board may provide that such payments made over time will remain subject to substantially
the same vesting schedule as the Award, including any performance-based vesting metrics that applied to the Award immediately prior to
the closing of the Change of Control. An Award may be subject to additional acceleration of vesting and exercisability as may be provided
in the Award Agreement for such Award or as may be provided in any other written agreement between the Company or any Affiliate and the
Participant, but in the absence of such provision, no such acceleration will occur. The Board may require that any award, cash or property
paid in consideration for a cancelled or exchanged Award be subject to the same terms and conditions (including earn out, escrow or milestone
payments) as apply to the consideration paid to the Company’s stockholders in the deal, but only if doing so would not result in
adverse tax penalties under Section 409A.

- 10 -

(d) Further
Adjustment of Awards . Subject to Sections 14(b) above and 14(c) above, the Plan Administrator will have the discretion, exercisable
at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of the Company, as defined
by the Plan Administrator, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized
action may include (but will not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions
on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications,
and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual
Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after
any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control
that is the reason for such action.

(e) No
Limitations . The grant of Awards will in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets.

(f) Fractional
Shares . In the event of any adjustment in the number of shares covered by any Award, each such Award will cover only the number
of full shares resulting from such adjustment, and any fractional shares resulting from such adjustment will be disregarded.

(g) Section 409A .
Subject to Section 22 below, but notwithstanding any other provision of the Plan to the contrary, (i) any adjustments made pursuant
to this Section 13 to Awards that are considered “deferred compensation” within the meaning of Section 409A will
be made in compliance with the requirements of Section 409A and (ii) any adjustments made pursuant to this Section 13 to Awards
that are not considered “deferred compensation” subject to Section 409A will be made in such a manner as to ensure that
after such adjustment the Awards either (A) continue not to be subject to Section 409A or (B) comply with the requirements of Section 409A.

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15. First
Refusal Rights, Voting Restrictions .

(a) First
Refusal Rights . Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the
Exchange Act first becomes effective, the Company will have the right of first refusal with respect to any proposed sale or other disposition
by a Participant of any shares of Common Stock issued pursuant to an Award. Such right of first refusal will be exercisable in accordance
with the terms and conditions established by the Plan Administrator and set forth in the agreement evidencing the Participant’s
receipt of the shares or, if applicable, in a stockholders’ agreement or other similar agreement.

(b) Other
Rights, Transfer and Voting Restrictions . Until the date on which the initial registration of the Common Stock under Section 12(b)
or 12(g) of the Exchange Act first becomes effective, the Plan Administrator may require a Participant, as a condition to receiving shares
under the Plan, to become a party to a stock purchase agreement and/or a stockholders agreement or other similar agreement, in the form
designated by the Plan Administrator, pursuant to which the Participant grants to the Company and/or its other stockholders certain rights,
including but not limited to co-sale rights and transfer restrictions and agrees to certain voting restrictions with respect to the shares
acquired by the Participant under the Plan. Unless otherwise provided by the Plan Administrator in the instrument evidencing the Award
or in a written employment, services or other agreement, the Shares acquired by Participant under the Plan may not be sold, transferred,
assigned, pledged, encumbered or otherwise disposed of without the prior consent of the Plan Administrator.

(c) General .
The Company’s rights under this Section 15 are assignable by the Company at any time.

16. Market
Standoff .

(a) In the
event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed
under the Securities Act of 1933, as amended, including the Company’s initial public offering, Participant will not sell, make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise
agree to engage in any of the foregoing transactions with respect to any securities of the Company however or whenever acquired (except
for those being registered) without the prior written consent of the Company or the underwriters. Such limitations will be in effect for
such period of time as may be requested by the Company or such underwriter; provided, however, that in no event will such period exceed
180 days after the effective date of the registration statement for such public offering, plus such additional period requested by the
underwriters as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited
to, FINRA Rule 2241, or any amendments or successor rules), and Participant will execute an agreement reflecting the foregoing as
may be requested by the underwriters at the time of such public offering. The limitations herein will in all events terminate two years
after the effective date of the registration statement for the Company’s initial public offering pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended.

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(b) In the
event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s
outstanding Common Stock effected as a class without the Company’s receipt of consideration, any new, substituted or additional
securities distributed with respect to the shares issued under the Plan will be immediately subject to the provisions of this Section 16,
to the same extent the shares issued under the Plan are at such time covered by such provisions.

(c) In order
to enforce the limitations of this Section 16, the Company may impose stop-transfer instructions with respect to the shares until
the end of the applicable standoff period.

17. Amendment
and Termination .

(a) Amendment,
Suspension or Termination . The Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such
respects as it will deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule,
stockholder approval will be required for any amendment to the Plan. Subject to Section 17(b) below, the Board may amend the terms
of any outstanding Award, prospectively or retroactively.

(b) Term
of the Plan . The Plan will have no fixed expiration date. After the Plan is terminated, no future Awards may be granted, but Awards
previously granted will remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.
Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the later of (i) the adoption of the
Plan by the Board and (ii) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes
of Section 422 of the Code.

(c) Consent
of Participant .

(i) The
amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award will not, without the Participant’s
consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option will not, without the consent of the Participant, be made in a manner so as to constitute a “modification”
that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing,
any adjustments made pursuant to Section 13 above will not be subject to these restrictions.

(ii) Subject
to Section 22, but notwithstanding any other provision of the Plan to the contrary, the Plan Administrator will have broad authority
to amend the Plan or any outstanding Award without the consent of the Participant to the extent the Plan Administrator deems necessary
or advisable to comply with, or take into account, changes in applicable tax laws, securities laws, accounting rules or other applicable
law, rule or regulation.

- 13 -

18. No
Individual Rights .

(a) No individual
or Participant will have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment
of Participants under the Plan.

(b) Furthermore,
nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to
confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related
Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship
at any time, with or without cause.

19. Issuance
of Shares .

(a) Notwithstanding
any other provision of the Plan to the contrary, the Company will have no obligation to issue or deliver any shares of Common Stock under
the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance,
delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act
or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

(b) The
Company will be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities
Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in
a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

(c) As a
condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require
(i) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received
only for the Participant’s own account and without any present intention to sell or distribute such shares and (ii) such other action
or agreement by the Participant as may from time to time be necessary to comply with federal, state and foreign securities laws. At the
option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company,
and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred
in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock
certificates to ensure exemption from registration. The Plan Administrator may also require the Participant to execute and deliver to
the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and
conditions applicable to the shares.

(d) To the
extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable
rules of any stock exchange.

- 14 -

20. Indemnification .

(a) Each
person who is or will have been a member of the Board will be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense that may be imposed on or reasonably incurred by such person in connection with or resulting from any claim,
action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s
approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person, unless
such loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute;
provided, however, that such person will give the Company an opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such person’s own behalf.

(b) The
foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such person may be entitled under
the Company’s certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have
to indemnify or hold harmless.

21. No
Rights as a Stockholder .

(a) Unless
otherwise provided by the Plan Administrator or in the instrument evidencing the Award or in a written employment, services or other agreement,
no Award, other than a Stock Award or an Award of Restricted Stock, will entitle the Participant to any cash dividend, voting or other
right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

(b) In addition,
an Award may include a provision whereby the Company may require, as a condition to such issuance, that the Participant appoint the Company’s
Chief Executive Officer (or other member of the Board) as having the sole and exclusive power of attorney to vote all shares of Common
Stock subject to the Award, which power will be effective until the earlier of the completion of a Change of Control or the Company’s
initial public offering of its securities on a national stock exchange or national market such as Nasdaq or NYSE. The Company may also
require, as a condition to issuance of an Award, that the Participant execute an agreement pursuant to which the Participant agrees to
join the Company’s then-current stockholder agreements.

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22. Compliance
with Laws and Regulations .

(a) The
Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible,
whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable
to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5),
or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan (that is, to the extent not
so exempt), it is intended that the Plan and any Awards granted under the Plan will comply with the deferral, payout, plan termination
and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted
under the Plan to the contrary, the Plan and any Award granted under the Plan will be interpreted, operated and administered in a manner
consistent with such intentions; provided, however, that the Plan Administrator makes no representations that Awards granted under the
Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards
granted under the Plan. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award
granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to
which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s
employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i)
to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A. In addition,
if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid
subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under
the Plan or any Award granted under the Plan during the six-month period immediately following the Participant’s “separation
from service,” within the meaning of Section 409A(a)(2)(A)(i), will not be paid to the Participant during such period, but
will instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate)
in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation
from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator,
to the extent it deems necessary or advisable in its sole discretion, reserves the right, but will not be required, to unilaterally amend
or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A.

(b) Corporate
action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action,
unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated
to, or actually received or accepted by, the Participant. If the corporate records (e.g., Board consents, resolutions or minutes) documenting
the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent
with those in the Award Agreement as a result of a clerical error in the papering of the Award Agreement, the corporate records will control
and the Participant will have no legally binding right to the incorrect term in the Award Agreement.

(c) All
Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt
pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed
or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the
Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate,
including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property
on the occurrence of Cause. The implementation of any clawback policy will not be deemed a triggering event for purposes of any definition
of “good reason” for resignation or “constructive termination.”

- 16 -

23. Participants
in Other Countries or Jurisdictions . Without amending the Plan, the Plan Administrator may grant Awards to Eligible Persons who
are foreign nationals on such terms and conditions different from those specified in the Plan, as may, in the judgment of the Plan Administrator,
be necessary or desirable to foster and promote achievement of the purposes of the Plan and will have the authority to adopt such modifications,
procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries
or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from
Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a
qualified or tax efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

24. No
Trust or Fund . The Plan is intended to constitute an “unfunded” plan. Nothing contained herein will require the Company
to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any
immediate or deferred amounts payable to any Participant, and no Participant will have any rights that are greater than those of a general
unsecured creditor of the Company.

25. Successors .
All obligations of the Company under the Plan with respect to Awards will be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the
business and/or assets of the Company.

26. Severability .
If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person,
or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision will be construed
or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator’s
determination, materially altering the intent of the Plan or the Award, such provision will be stricken as to such jurisdiction, person
or Award, and the remainder of the Plan and any such Award will remain in full force and effect.

27. Choice
of Law and Venue . The Plan, all Awards granted thereunder, and all determinations made and actions taken pursuant hereto, to the
extent not otherwise governed by the laws of the United States, will be governed by the laws of the state of Delaware without giving effect
to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal
courts located in the state of New York.

28. Legal
Requirements . The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

29. Reserved .

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30. Non-Exempt
Employees . If an Option or SAR is granted to an employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months
following the Grant Date of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt employee dies or suffers a disability, (ii) on a Change of Control in which such
Option or SAR is not assumed, continued, or substituted, or (iii) on the Participant’s retirement (as such term may be defined in
the Participant’s Award agreement or in another agreement between the Participant and the Company, or, if no such definition, in
accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be
exercised earlier than six months following the Grant Date. The foregoing provision is intended to operate so that any income derived
by a non-exempt employee from the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. If permitted
and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee from
the exercise, vesting or issuance of any shares under any other Award will be exempt from the employee’s regular rate of pay, the
provisions of this paragraph will apply to all Awards and are hereby incorporated by reference into such Award agreements.

31. Non-Transferability
of Stock Underlying Awards .

(a) General .
Notwithstanding anything to the contrary, a stockholder will not transfer, whether by sale, gift or otherwise, any shares of the corporation’s
stock, or any economic or beneficial interest in any such shares, to any person unless such transfer is approved by the Board prior to
such transfer, which approval may be granted or withheld in the Board’s sole and absolute discretion. Any transaction designed to
give the stockholder essentially the same economic benefit as a sale of the shares will be deemed to constitute a transfer of the shares.
Any purported transfer of any shares of the corporation’s stock effected in violation of this Section 31 will be null and void
and will have no force or effect and the corporation will not register any such purported transfer.

(b) Approval
Process . Any stockholder seeking the approval of the Board of a transfer of some or all of its shares will give written notice
thereof to the Secretary of the Company that will include: (i) the name of the stockholder; (ii) the proposed transferee; (iii) the number
of shares of the transfer of which approval is thereby requested; and (iv) the purchase price, if any, of the shares proposed for transfer.
The Company may require the stockholder to supplement its notice with such additional information as the Company may request.

(c) Legend .
Certificates representing or in the case of uncertificated securities, notices of issuance with respect to, shares of stock of the Company
will have impressed on, printed on, written on or otherwise affixed to them the following legend:

THE TRANSFER OF SECURITIES
referenced herein IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL OF THE BOARD OF DIRECTORS PURSUANT TO AND IN ACCORDANCE WITH THE COMPANY’S
BYLAWS, COPIES OF WHICH MAY BE OBTAINED ON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY WILL NOT REGISTER
OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH THE COMPANY’S BYLAWS .

The Company will take all such actions as are practicable to cause
the certificates representing or in the case of uncertificated securities, notices of issuance with respect to, shares that are subject
to the restrictions on transfer set forth in this Section 31(c) to contain the foregoing legend.

- 18 -

Appendix A

Definitions

As used in the Plan:

“ Acquired Entity ” means any entity acquired by the
Company or a Related Company or with which the Company or a Related Company merges or combines.

“ Acquisition Price ” means the value of the per share
consideration (consisting of securities, cash or other property, or any combination thereof), receivable or deemed receivable on a Change
of Control in respect of a share of Common Stock, as determined by the Plan Administrator in its sole discretion.

“ Award ” means any Option, Stock Appreciation Right,
Stock Award, Restricted Stock, Stock Unit or cash-based award or other incentive payable in cash or in shares of Common Stock, as may
be designated by the Plan Administrator from time to time.

“ Board ” means the Board of Directors of the Company.

“ Cause ,” unless otherwise defined in the instrument
evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company,
means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s commission of any felony;
(ii) such Participant’s commission of a crime involving fraud, dishonesty or moral turpitude under the laws of the United States
or any state thereof that is reasonably likely to result in material adverse effects on the Company or a Related Company; (iii) such Participant’s
intentional, material violation of any contract or agreement between the Participant and the Company or a Related Company or of any statutory
duty owed to the Company or a Related Company; (iv) such Participant’s unauthorized use or disclosure of the confidential information
or trade secrets of the Company or a Related Company; or (v) such Participant’s gross misconduct that is reasonably likely to result
in material adverse effects on the Company or a Related Company. The determination that a termination of the Participant is either for
Cause or without Cause will be made by the Board, in its sole discretion. Any determination by the Board that a Participant was terminated
with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect on any determination of the
rights or obligations of the Company or such Participant for any other purpose.

- A- 1 -

“ Change of Control ,” unless the Plan Administrator
determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in
a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation, in
a single transaction or in a series of related transactions, of any one or more of the following events:

Any person or entity becomes the owner,
directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. However, a
Change of Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any
affiliate thereof or any other entity or person that acquires the Company’s securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B)
solely because the level of ownership held by any person or entity (the “Subject Person”) exceeds the designated
percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by
the Company reducing the number of shares outstanding. However, if a Change of Control would occur (but for the operation of this
sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person
becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases
the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then
a Change of Control will be deemed to occur; there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the
stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities
representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger,
consolidation or similar transaction, or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of
the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as
their ownership of the outstanding voting securities of the Company immediately prior to such transaction; or there is consummated a
sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its
subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the
Company and its subsidiaries to a person or entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the
outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition.

However, (A) the term Change of Control will not include a sale of
assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition
of Change of Control (or any analogous term) in an individual written agreement between the Company or any Related Companies and the Participant
will supersede the foregoing definition with respect to Awards subject to such agreement. If necessary for compliance with Code Section
409A, no transaction will be a Change of Control unless it is also a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury
Regulations Section 1.409A-3(i)(5). The Board may, in its sole discretion and without a Participant’s consent, amend the definition
of “Change in Control” to conform to the definition of “Change in Control” under Section 409A of the Code, and
the regulations thereunder.

“ Code ” means the Internal Revenue Code of 1986,
as amended from time to time.

“ Common Stock ” means the common stock, par value
$0.0001 per share, of the Company.

- A- 2 -

“ Company ” means SeeQC, Inc., a Delaware corporation.

“ Disability ,” unless otherwise defined by the Plan
Administrator for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services or other agreement
between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected
to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant
to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity,
in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case
of directors and executive officers, the Plan Administrator, each of whose determination will be conclusive and binding.

“ Effective Date ” means the date the Plan is approved
by the Board.

“ Eligible Person ” means any person eligible to receive
an Award as set forth in Section 5 of the Plan.

“ Exchange Act ” means the Securities Exchange Act
of 1934, as amended from time to time.

“ Fair Market Value ” means the per share fair market
value of the Common Stock as established in good faith by the Plan Administrator or, if the Common Stock is publicly traded, the closing
price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding
date on which the Common Stock was traded, unless determined otherwise by the Plan Administrator using such methods or procedures as it
may establish.

“ Good Reason ” will have the meaning ascribed to
such term in any written agreement between the Participant and the Company defining such term as applicable to an Award and, in the absence
of such agreement, such term means, with respect to a Participant, the Participant’s resignation from all positions he or she then-holds
with the Company following: (i) a reduction in the Participant’s base salary of more than 10% or (ii) the required relocation of
Participant’s primary work location to a facility that increases his or her one-way commute by more than 50 miles, in either case,
only if (x) Participant provides written notice to the Company’s Chief Executive Officer within 30 days following such event identifying
the nature of the event, (y) the Company fails to cure such event within 30 days following receipt of such written notice and (z) Participant’s
resignation is effective not later than 30 days thereafter.

“ Grant Date ” means the later of (a) the date on
which the Plan Administrator completes the corporate action authorizing the grant of an Award or such later date specified by the Plan
Administrator and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability
or vesting of Awards will not defer the Grant Date.

“ Incentive Stock Option ” or “ ISO ”
means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes
of Section 422 of the Code or any successor provision.

- A- 3 -

“ Nonqualified Stock Option ,” “ Nonstatutory
Stock Option ,” or “ NSO ” means an Option that does not qualify as an Incentive Stock Option.

“ Option ” means a right to purchase Common Stock
granted under Section 7 of the Plan. Options are either Incentive Stock Options or Nonstatutory Stock Options.

“ Option Expiration Date ” means the last day of the
maximum term of an Option.

“ Option Term ” means the maximum term of an Option
as set forth in Section 7(b) of the Plan.

“ Participant ” means any Eligible Person to whom
an Award is granted.

“ Permitted Transfer ” means any Transfer of Common
Stock acquired pursuant to an Award that is approved in writing by the Plan Administrator.

“ Plan ” means the 2019 Equity Incentive Plan.

“ Plan Administrator ” has the meaning set forth in
Section 3(a) of the Plan.

“ Related Company ” means any entity that, directly
or indirectly, is in control of, is controlled by or is under common control with the Company.

“ Restricted Stock ” means an Award of shares of Common
Stock granted under Section 10 of the Plan, the rights of ownership of which are subject to restrictions prescribed by the Plan Administrator.

“ Section 409A ” means Section 409A of the Code.

“ Securities Act ” means the Securities Act of 1933,
as amended from time to time.

“ Stock Appreciation Right ” or “ SAR ”
means a right granted under Section 9(a) of the Plan to receive the excess of the Fair Market Value of a specified number of shares
of Common Stock over the grant price.

“ Stock Award ” means an Award of shares of Common
Stock granted under Section 10 of the Plan, the rights of ownership of which are not subject to restrictions prescribed by the Plan
Administrator.

“ Stock Unit ” means an Award denominated in units
of Common Stock granted under Section 10 of the Plan.

“ Substitute Awards ” means Awards granted or shares
of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.

“ Successor Company ” means the surviving company,
the successor company, the acquiring company or its parent, as applicable, in connection with a Change of Control.

- A- 4 -

“ Termination of Service ,” unless the Plan Administrator
determines otherwise with respect to an Award, means a termination of employment or service relationship with the Company or a Related
Company for any reason, whether voluntary or involuntary, including by reason of death or Disability. Any question as to whether and when
there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service will be determined by
the Company’s chief human resources officer or other person performing that function or, with respect to directors and executive
officers, by the Board, whose determination will be conclusive and binding. Transfer of a Participant’s employment or service relationship
between the Company and any Related Company will not be considered a Termination of Service for purposes of an Award. Unless the Board
determines otherwise, a Termination of Service will be deemed to occur if the Participant’s employment or service relationship is
with an entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company or a Related
Company to a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company, or a change in status
from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company
or a Related Company, will not be considered a Termination of Service.

“ Transfer ” means, as the context may require, (a)
any sale, assignment, pledge, hypothecation, mortgage, encumbrance or other disposition, whether by contract, gift, will, intestate succession,
operation of law or otherwise, of all or any part of an Award or shares issued thereunder, as applicable, or (b) any verb equivalent of
the foregoing.

“ Vesting Commencement Date ” means the Grant Date
or such other date selected by the Plan Administrator as the date from which an Award begins to vest.

- A- 5 -

### EX-10.7 - FORM OF SEEQC, INC. 2026 EQUITY INCENTIVE PLAN
EX-10.7
6
ea027813904ex10-7.htm
FORM OF SEEQC, INC. 2026 EQUITY INCENTIVE PLAN

Exhibit 10.7

SEEQC, INC.

2026 EQUITY INCENTIVE PLAN

Effective Date: ,
2026

TABLE OF CONTENTS

1. |
History; Existence of the Plan |
1 |

|
|
|

2. |
Purposes of the Plan |
1 |

|
|
|

3. |
Terminology |
1 |

|
|
|

4. |
Administration |
1 |

|
|
|
|

|
(a) |
Administration of the Plan |
1 |

|
|
|
|

|
(b) |
Powers of the Administrator |
1 |

|
|
|
|

|
(c) |
Delegation of Administrative Authority |
3 |

|
|
|
|

|
(d) |
Non-Uniform Determinations |
3 |

|
|
|
|

|
(e) |
Limited Liability; Advisors |
3 |

|
|
|
|

|
(f) |
Indemnification |
3 |

|
|
|
|

|
(g) |
Effect of Administrator’s Decision |
3 |

|
|
|
|

5. |
Shares Issuable Pursuant to Awards |
3 |

|
|
|
|

|
(a) |
Initial Share Pool |
3 |

|
|
|
|

|
(b) |
Adjustments to Share Pool |
3 |

|
|
|
|

|
(c) |
ISO Limit |
4 |

|
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|
|

|
(d) |
Source of Shares |
4 |

|
|
|
|

|
(e) |
Non-Employee Director Award Limit |
4 |

|
|
|
|

6. |
Participation |
4 |

|
|
|

7. |
Awards |
5 |

|
|
|
|

|
(a) |
Awards, In General |
5 |

|
|
|
|

|
(b) |
Stock Options |
5 |

|
|
|
|

|
(c) |
Limitation on Reload Options |
5 |

|
|
|
|

|
(d) |
Stock Appreciation Rights |
5 |

|
|
|
|

|
(e) |
Repricing |
6 |

|
|
|
|

|
(f) |
Stock Awards |
6 |

|
|
|
|

|
(g) |
Stock Units |
7 |

|
|
|
|

|
(h) |
Performance Shares and Performance Units |
8 |

|
|
|
|

|
(i) |
Other Stock-Based Awards |
9 |

|
|
|
|

|
(j) |
Awards to Participants Outside the United States |
9 |

|
|
|
|

|
(k) |
Limitation on Dividend Reinvestment and Dividend Equivalents |
9 |

|
|
|
|

8. |
Withholding of Taxes |
9 |

i

9. |
Transferability of Awards |
9 |

|
|
|
|

|
(a) |
General Nontransferability Absent Administrator Permission |
9 |

|
|
|
|

|
(b) |
Administrator Discretion to Permit Transfers Other Than For Value |
10 |

|
|
|
|

10. |
Adjustments for Corporate Transactions and Other Events |
10 |

|
|
|
|

|
(a) |
Mandatory Adjustments |
10 |

|
|
|
|

|
(b) |
Discretionary Adjustments |
10 |

|
|
|
|

|
(c) |
Adjustments to Performance Goals |
10 |

|
|
|
|

|
(d) |
Statutory Requirements Affecting Adjustments |
11 |

|
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|

|
(e) |
Dissolution or Liquidation |
11 |

|
|
|
|

11. |
Change in Control Provisions |
11 |

|
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|
|

|
(a) |
Termination of Awards |
11 |

|
|
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|

|
(b) |
Continuation, Assumption or Substitution of Awards |
12 |

|
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|
|

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(c) |
Other Permitted Actions |
12 |

|
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|

|
(d) |
Section 409A Savings Clause |
12 |

|
|
|
|

12. |
Substitution of Awards in Mergers and Acquisitions |
12 |

|
|
|

13. |
Compliance with Securities Laws; Listing and Registration |
12 |

|
|
|

14. |
Section 409A Compliance |
13 |

|
|
|

15. |
Plan Duration; Amendment and Discontinuance |
14 |

|
|
|
|

|
(a) |
Plan Duration |
14 |

|
|
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|

|
(b) |
Amendment and Discontinuance of the Plan |
14 |

|
|
|
|

|
(c) |
Amendment of Awards |
14 |

|
|
|
|

16. |
General Provisions |
14 |

|
|
|
|

|
(a) |
Non-Guarantee of Employment or Service |
14 |

|
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|

|
(b) |
No Trust or Fund Created |
14 |

|
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|

|
(c) |
Status of Awards |
14 |

|
|
|
|

|
(d) |
Subsidiary Employees |
15 |

|
|
|
|

|
(e) |
Governing Law and Interpretation |
15 |

|
|
|
|

|
(f) |
Use of English Language |
15 |

|
|
|
|

|
(g) |
Recovery of Amounts Paid |
15 |

|
|
|
|

17. |
Glossary |
15 |

ii

1. History;
Existence of the Plan .

SEEQC ,
INC., a Delaware corporation (“ SEEQC ”), has established the SEEQC , INC.
2026 EQUITY INCENTIVE PLAN, as set forth herein, and as the same may be amended from time to time (the “ Plan ”). The
Plan will come into existence on the Adoption Date; provided, however , that no Award will be granted under the Plan before the
Effective Date. In addition, no Award will be exercised (or, in the case of Restricted Stock, Restricted Stock Units, Performance Shares,
or Other Stock-Based Awards, no Award will be granted) and no Performance Units will be settled unless and until the Plan has been approved
by the shareholders of SEEQC, which approval will be within 12 months after the Adoption Date.

On the Effective Date, outstanding awards granted
under the SEEQC, Inc. 2019 Equity Incentive Plan (the “ Prior Plan ”) will remain subject to the same terms and conditions
set forth in the Prior Plan and related agreements.

No awards will be made under the Prior Plan on
or after the Effective Date.

2. Purposes
of the Plan .

The Plan is designed to:

(a) promote
the long-term financial interests and growth of SEEQC and its Subsidiaries (together, the “ Company ”) by attracting
and retaining management and other personnel of the Company and other Eligible Individuals.

(b) motivate
management personnel by means of growth-related incentives to achieve long-range goals; and

(c) further
the alignment of interests of Participants with those of the stockholders of SEEQC through opportunities for increased stock or stock-based
ownership in SEEQC.

Toward these objectives, the Administrator may
grant stock options, stock appreciation rights, stock awards, stock units, performance shares, performance units, and other stock-based
awards to eligible individuals on the terms and subject to the conditions set forth in the Plan.

3. Terminology .

Except as otherwise specifically provided in an
Award Agreement, capitalized words and phrases used in the Plan or an Award Agreement shall have the meaning set forth in the glossary
at Section 17 of the Plan or as defined in the first place such word or phrase appears in the Plan.

4. Administration .

(a) Administration
of the Plan . The Plan shall be administered by the Administrator.

(b) Powers
of the Administrator . The Administrator shall, except as otherwise provided under the Plan, have plenary authority, in its sole and
absolute discretion, to grant Awards pursuant to the terms of the Plan to Eligible Individuals and to take all other actions necessary
or desirable to carry out the purpose and intent of the Plan. Among other things, the Administrator shall have the authority, in its sole
and absolute discretion, subject to the terms and conditions of the Plan to:

(i) determine
the Eligible Individuals to whom, and the time or times at which, Awards shall be granted;

(ii) determine
the types of Awards to be granted any Eligible Individual;

(iii) determine
the number of shares of Common Stock to be covered by or used for reference purposes for each Award or the value to be transferred pursuant
to any Award;

1

(iv) determine
the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto,
including, without limitation, (A) the purchase price of any shares of Common Stock, (B) the method of payment for shares purchased pursuant
to any Award, (C) the method for satisfying any tax withholding obligation arising in connection with any Award, including by the withholding
or delivery of shares of Common Stock, (D) the timing, terms and conditions of the exercisability, vesting or payout of any Award or any
shares acquired pursuant thereto, (E) the Performance Goals applicable to any Award and the extent to which such Performance Goals have
been attained, (F) the time of the expiration of any Award, (G) the effect of the Participant’s Termination of Service on any of
the foregoing, and (H) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto as the
Administrator shall consider to be appropriate and not inconsistent with the terms of the Plan;

(v) subject
to Sections 7(e), 10(d) and 15(c), modify, amend or adjust the terms and conditions of any Award;

(vi) accelerate
or otherwise change the time at or during which an Award may be exercised or becomes payable and waive or accelerate the lapse, in whole
or in part, of any restriction, condition or risk of forfeiture with respect to such Award; provided , however , that, except
in connection with death, disability or a Change in Control, no such change, waiver or acceleration to any Award that is considered “deferred
compensation” within the meaning of Section 409A of the Code shall be made if the effect of such action is inconsistent with Section
409A of the Code;

(vii) determine
whether an Award will be paid or settled in cash, shares of Common Stock, or in any combination thereof and whether, to what extent and
under what circumstances cash or shares of Common Stock payable with respect to an Award shall be deferred either automatically or at
the election of the Participant;

(viii) for
any purpose, including but not limited to, qualifying for preferred or beneficial tax treatment, accommodating the customs or administrative
challenges or otherwise complying with the tax, accounting or regulatory requirements of one or more jurisdictions, adopt, amend, modify,
administer or terminate sub-plans, appendices, special provisions or supplements applicable to Awards regulated by the laws of a particular
jurisdiction, which sub-plans, appendices, supplements and special provisions may take precedence over other provisions of the Plan, and
prescribe, amend and rescind rules and regulations relating to such sub-plans, supplements and special provisions;

(ix) establish
any “blackout” period, during which transactions affecting Awards may not be effectuated, that the Administrator in its sole
discretion deems necessary or advisable;

(x) determine
the Fair Market Value of shares of Common Stock or other property for any purpose under the Plan or any Award;

(xi) administer,
construe and interpret the Plan, Award Agreements and all other documents relevant to the Plan and Awards issued thereunder, and decide
all other matters to be determined in connection with an Award;

(xii) establish,
amend, rescind and interpret such administrative rules, regulations, agreements, guidelines, instruments and practices for the administration
of the Plan and for the conduct of its business as the Administrator deems necessary or advisable;

(xiii) correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the
extent the Administrator shall consider it desirable to carry it into effect; and

(xiv) otherwise
administer the Plan and all Awards granted under the Plan.

2

(c) Delegation
of Administrative Authority. The Administrator may designate officers or employees of the Company to assist the Administrator in the
administration of the Plan and, to the extent permitted by applicable law and stock exchange rules, the Administrator may delegate to
officers or other employees of the Company the Administrator’s duties and powers under the Plan, subject to such conditions and
limitations as the Administrator shall prescribe, including without limitation the authority to execute agreements or other documents
on behalf of the Administrator; provided, however, that such delegation of authority shall not extend to the granting of, or exercise
of discretion with respect to, Awards to Eligible Individuals who are officers under Section 16 of the Exchange Act.

(d) Non-Uniform
Determinations . The Administrator’s determinations under the Plan (including without limitation, determinations of the persons
to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Award Agreements evidencing
such Awards, and the ramifications of a Change in Control upon outstanding Awards) need not be uniform and may be made by the Administrator
selectively among Awards or persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly
situated.

(e) Limited
Liability; Advisors. To the maximum extent permitted by law, no member of the Administrator, nor any director, officer, employee or
representative of SEEQC shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.
The Administrator may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Administrator, SEEQC and the
officers and directors of SEEQC shall be entitled to rely upon the advice, opinions or valuations of any such persons.

(f) Indemnification .
To the maximum extent permitted by law, by SEEQC’s charter and by-laws, and by any directors’ and officers’ liability
insurance coverage which may be in effect from time to time, the members of the Administrator and any agent or delegate of the Administrator
who is a director, officer or employee of SEEQC or an Affiliate shall be indemnified by SEEQC against any and all liabilities and expenses
to which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan.

(g) Effect
of Administrator’s Decision . All actions taken and determinations made by the Administrator on all matters relating to the Plan
or any Award pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion, unless
in contravention of any express term of the Plan, including, without limitation, any determination involving the appropriateness or equitableness
of any action. All determinations made by the Administrator shall be conclusive, final and binding on all parties concerned, including
SEEQC, any Participants and any other employee, or director of SEEQC and its Affiliates, and their respective successors in interest.
No member of the Administrator, nor any director, officer, employee or representative of SEEQC shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or Awards.

5. Shares
Issuable Pursuant to Awards.

(a) Initial
Share Pool. Subject to adjustments as provided in Section 10 of the Plan, the number of shares of Common Stock issuable pursuant to
Awards that may be granted under the Plan shall equal shares
(the “ Share Pool ”) .

(b) Adjustments
to Share Pool . On and after the Effective Date, the Share Pool shall be adjusted, in addition to any adjustments to be made pursuant
to Section 10 of the Plan, as follows:

(i) The
Share Pool shall be increased automatically, without further action of the Board, on January 1st of each calendar year commencing after
the Effective Date and ending on (and including) January 1, 2036, by a number of shares of Common Stock equal to the lesser of (A) five
percent (5%) of the aggregate number of shares of Common Stock outstanding on December 31st of the immediately preceding calendar year
(which for the avoidance of doubt does not include convertible debt), excluding for this purpose any such outstanding shares of Common
Stock that were granted under this Plan and remain unvested and subject to forfeiture as of the relevant December 31st, or (B) a lesser
number of shares of Common Stock determined by the Board or Compensation Committee prior to the relevant January 1 st (which
may be no shares).

(ii) The
Share Pool shall be reduced, on the date of grant, by one share for each share of Common Stock subject to an Award granted under the Plan;

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(iii) The
Share Pool shall be increased, on the relevant date, by the number of unissued shares of Common Stock underlying or used as a reference
measure for any Award or portion of an Award under this Plan or the Prior Plan that is, on or after the Effective Date, cancelled, forfeited,
expired, terminated unearned or settled in cash, in any such case without the issuance of shares and by the number of shares of Common
Stock used as a reference measure for any Award under this Plan or the Prior Plan that are, on or after the Effective Date, not issued
upon settlement of such Award either due to a net settlement or otherwise;

(iv) The
Share Pool shall be increased, on the forfeiture date, by the number of shares of Common Stock that, on or after the Effective Date, are
forfeited back to SEEQC under this Plan or the Prior Plan after issuance due to a failure to meet an Award contingency or condition with
respect to any Award or portion of an Award granted under this Plan or the Prior Plan;

(v) The
Share Pool shall be increased, on the exercise date, by the number of shares of Common Stock withheld by or surrendered (either actually
or through attestation) to SEEQC in payment of the exercise price of any Award under this Plan or the Prior Plan on or after the Effective
Date; and

(vi) The
Share Pool shall be increased, on the relevant date, by the number of shares of Common Stock withheld by or surrendered (either actually
or through attestation) to the Company, on or after the Effective Date, in payment of the Tax Withholding Obligation that arises in connection
with any Award under this Plan or the Prior Plan.

(c) ISO
Limit . Subject to adjustment pursuant to Section 10 of the Plan, the maximum number of shares of Common Stock that may be issued pursuant
to stock options granted under the Plan that are intended to qualify as Incentive Stock Options within the meaning of Section 422 of the
Code shall be equal to .

(d) Source
of Shares . The shares of Common Stock with respect to which Awards may be made under the Plan shall be shares authorized for issuance
under SEEQC’s charter but unissued, or issued and reacquired, including without limitation shares purchased in the open market or
in private transactions.

(e) Non-Employee
Director Award Limit . In addition, the Administrator may establish compensation for Non-Employee Directors from time to time, subject
to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such Non-Employee
Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances
and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation and the grant date fair
value of Awards (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or
any successor thereto) granted under the Plan to a Non-Employee Director as compensation for services as a Non-Employee Director during
any calendar year of the Company may not exceed $750,000 annually, provided however , in a Non-Employee Director’s first year
of service compensation for services may not exceed $1,000,000 (such limits, the “ Director Limits ”). The Administrator
may make exceptions to this limit for individual Non-Employee directors in extraordinary circumstances, as the Administrator may determine
in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision
to award such compensation or in other compensation decisions involving Non-Employee Director.

(f) Assumed
Plan in Acquisition. For purposes of this Section 5, shares may be issued in connection with a merger or acquisition as permitted
by NASDAQ Listing Rule 5635(c) or other applicable rule, and such issuance will not reduce the Share Pool.

6. Participation .

Participation in the Plan shall be open to all
Eligible Individuals, as may be selected by the Administrator from time to time. The Administrator may also grant Awards to Eligible Individuals
in connection with hiring, recruiting or otherwise, prior to the date the individual first performs services for SEEQC or an Affiliate;
provided, however , that such Awards shall not become vested or exercisable and no shares shall be issued to such individual, prior
to the date the individual first commences performance of such services.

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7. Awards .

(a) Awards,
In General. The Administrator, in its sole discretion, shall establish the terms of all Awards granted under the Plan consistent with
the terms of the Plan. Awards may be granted individually or in tandem with other types of Awards, concurrently with or with respect to
outstanding Awards. All Awards are subject to the terms and conditions provided in the Award Agreement, which shall be delivered to the
Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Unless otherwise
specified by the Administrator, in its sole discretion, or otherwise provided in the Award Agreement, an Award shall not be effective
unless the Award Agreement is signed or otherwise accepted by SEEQC and the Participant receiving the Award (including by electronic delivery
and/or electronic signature).

(b) Stock
Options .

(i) Grants .
A stock option means a right to purchase a specified number of shares of Common Stock from SEEQC at a specified price during a specified
period of time. The Administrator may from time to time grant to Eligible Individuals Awards of Incentive Stock Options or Nonqualified
Options; provided , however , that Awards of Incentive Stock Options shall be limited to employees of SEEQC or of any current
or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in Sections 424(e) and 424(f)
of the Code, respectively, of SEEQC, and any other Eligible Individuals who are eligible to receive Incentive Stock Options under the
provisions of Section 422 of the Code. No stock option shall be an Incentive Stock Option unless so designated by the Administrator at
the time of grant or in the applicable Award Agreement.

(ii) Exercise .
Stock options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator;
provided, however, that Awards of stock options may not have a term in excess of ten years’ duration unless required otherwise
by applicable law.

(iii) Termination
of Service . Except as provided in the applicable Award Agreement or otherwise determined by the Administrator, to the extent stock
options are not vested and exercisable, a Participant’s stock options shall be forfeited upon his or her Termination of Service.

(iv) Additional
Terms and Conditions . The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions,
and/or limitations, if any, of any Award of stock options, provided they are not inconsistent with the Plan.

(c) Limitation
on Reload Options . The Administrator shall not grant stock options under this Plan that contain a reload or replenishment feature
pursuant to which a new stock option would be granted automatically upon receipt of delivery of Common Stock to SEEQC in payment of the
exercise price or any tax withholding obligation under any other stock option.

(d) Stock
Appreciation Rights .

(i) Grants.
The Administrator may from time-to-time grant to Eligible Individuals Awards of stock appreciation rights. A stock appreciation right
entitles the Participant to receive, subject to the provisions of the Plan and the Award Agreement, a payment having an aggregate value
equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of one share of Common Stock over (B) the base
price per share specified in the Award Agreement, times (ii) the number of shares specified by the stock appreciation right, or portion
thereof, which is exercised. The base price per share specified in the Award Agreement shall not be less than the lower of the Fair Market
Value on the date of grant or the exercise price of any tandem stock option to which the stock appreciation right is related, or with
respect to stock appreciation rights that are granted in substitution of similar types of awards of a company acquired by SEEQC or a Subsidiary
or with which SEEQC or a Subsidiary combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation
or acquisition of property or stock, or otherwise) such base price as is necessary to preserve the intrinsic value of such awards.

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(ii) Exercise .
Stock appreciation rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by
the Administrator; provided, however, that stock appreciation rights granted under the Plan may not have a term in excess of ten
years’ duration unless required otherwise by applicable law. The applicable Award Agreement shall specify whether payment by SEEQC
of the amount receivable upon any exercise of a stock appreciation right is to be made in cash or shares of Common Stock or a combination
of both, or shall reserve to the Administrator or the Participant the right to make that determination prior to or upon the exercise of
the stock appreciation right. If upon the exercise of a stock appreciation right a Participant is to receive a portion of such payment
in shares of Common Stock, the number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common
Stock on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall
be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.

(iii) Termination
of Service . Except as provided in the applicable Award Agreement or otherwise determined by the Administrator, to the extent stock
appreciation rights are not vested and exercisable, a Participant’s stock appreciation rights shall be forfeited upon his or her
Termination of Service.

(iv) Additional
Terms and Conditions . The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions,
and/or limitations, if any, of any Award of stock appreciation rights, provided they are not inconsistent with the Plan.

(e) Repricing.
The Administrator shall have the authority, without additional approval by the SEEQC stockholders, to approve a program providing
for either (a) the cancellation of outstanding stock options or stock appreciation rights having exercise prices per share greater than
the then Fair Market Value of a share of Common Stock (“ Underwater Awards ”) and the grant in substitution therefor
of new options or stock appreciation rights covering the same or a different number of shares but with an exercise price per share equal
to the Fair Market Value per share on the new grant date, Full Value Awards, or payments in cash, or (b) the amendment of outstanding
Underwater Awards to reduce the exercise price thereof to the Fair Market Value per share on the date of amendment.

(f) Stock
Awards .

(i) Grants .
The Administrator may from time-to-time grant to Eligible Individuals Awards of unrestricted Common Stock or Restricted Stock (collectively,
“ Stock Awards ”) on such terms and conditions, and for such consideration, including no consideration or such minimum
consideration as the Administrator shall determine. Stock Awards shall be evidenced in such manner as the Administrator may deem appropriate,
including via book-entry registration.

(ii) Vesting .
Restricted Stock shall be subject to such vesting, restrictions on transferability and other restrictions, if any, and/or risk of forfeiture
as the Administrator may impose at the date of grant or thereafter. The Restriction Period to which such vesting, restrictions and/or
risk of forfeiture apply may lapse under such circumstances, including without limitation upon the attainment of Performance Goals, in
such installments, or otherwise, as the Administrator may determine. Subject to the provisions of the Plan and the applicable Award Agreement,
during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of
Restricted Stock.

(iii) Rights
of a Stockholder; Dividends . Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Participant
granted Restricted Stock shall have all of the rights of a stockholder of Common Stock including, without limitation, the right to vote
Restricted Stock. Cash dividends declared payable on Common Stock shall be paid, with respect to outstanding Restricted Stock, either
as soon as practicable following the dividend payment date or deferred for payment to such later date as determined by the Administrator,
and shall be paid in cash or as unrestricted shares of Common Stock having a Fair Market Value equal to the amount of such dividends or
may be reinvested in additional shares of Restricted Stock as determined by the Administrator; provided , however , that dividends
declared payable on Restricted Stock that is granted as a Performance Award shall be held by SEEQC and made subject to forfeiture at least
until achievement of the applicable Performance Goal related to such shares of Restricted Stock. Stock distributed in connection with
a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture
to the same extent as the Restricted Stock with respect to which such Common Stock or other property has been distributed. As soon as
is practicable following the date on which restrictions on any shares of Restricted Stock lapse, SEEQC shall deliver to the Participant
the certificates for such shares or shall cause the shares to be registered in the Participant’s name in book-entry form, in either
case with the restrictions removed, provided that the Participant shall have complied with all conditions for delivery of such shares
contained in the Award Agreement or otherwise reasonably required by SEEQC.

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(iv) Termination
of Service . Except as provided in the applicable Award Agreement, upon Termination of Service during the applicable Restriction Period,
Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions shall be forfeited; provided that
the Administrator may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified
causes, and the Administrator may in other cases waive in whole or in part the forfeiture of Restricted Stock.

(v) Additional
Terms and Conditions . The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions,
and/or limitations, if any, of any Award of Restricted Stock, provided they are not inconsistent with the Plan.

(g) Stock
Units .

(i) Grants .
The Administrator may from time-to-time grant to Eligible Individuals Awards of unrestricted stock Units or Restricted Stock Units on
such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by
law, as the Administrator shall determine. Restricted Stock Units represent a contractual obligation by SEEQC to deliver a number of shares
of Common Stock, an amount in cash equal to the Fair Market Value of the specified number of shares subject to the Award, or a combination
of shares of Common Stock and cash, in accordance with the terms and conditions set forth in the Plan and any applicable Award Agreement.

(ii) Vesting
and Payment . Restricted Stock Units shall be subject to such vesting, risk of forfeiture and/or payment provisions as the Administrator
may impose at the date of grant. The Restriction Period to which such vesting and/or risk of forfeiture apply may lapse under such circumstances,
including without limitation upon the attainment of Performance Goals, in such installments, or otherwise, as the Administrator may determine.
Shares of Common Stock, cash or a combination of shares of Common Stock and cash, as applicable, payable in settlement of Restricted Stock
Units shall be delivered to the Participant as soon as administratively practicable, but no later than 30 days, after the date on which
payment is due under the terms of the Award Agreement provided that the Participant shall have complied with all conditions for
delivery of such shares or payment contained in the Award Agreement or otherwise reasonably required by SEEQC, or in accordance with an
election of the Participant, if the Administrator so permits, that meets the requirements of Section 409A of the Code.

(iii) No
Rights of a Stockholder; Dividend Equivalents . Until shares of Common Stock are issued to the Participant in settlement of stock Units,
the Participant shall not have any rights of a stockholder of SEEQC with respect to the stock Units or the shares issuable thereunder.
The Administrator may grant to the Participant the right to receive Dividend Equivalents on stock Units, on a current, reinvested and/or
restricted basis, subject to such terms as the Administrator may determine provided , however , that Dividend Equivalents
payable on stock Units that are granted as a Performance Award shall, rather than be paid on a current basis, be accrued and made subject
to forfeiture at least until achievement of the applicable Performance Goal related to such stock Units.

(iv) Termination
of Service . Upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply,
or upon failure to satisfy any other conditions precedent to the delivery of shares of Common Stock or cash to which such Restricted Stock
Units relate, all Restricted Stock Units and any accrued but unpaid Dividend Equivalents with respect to such Restricted Stock Units that
are then subject to deferral or restriction shall be forfeited; provided that the Administrator may provide, by rule or regulation
or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted
Stock Units will be waived in whole or in part in the event of termination resulting from specified causes, and the Administrator may
in other cases waive in whole or in part the forfeiture of Restricted Stock Units.

7

(v) Additional
Terms and Conditions . The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions,
and/or limitations, if any, of any Award of stock Units, provided they are not inconsistent with the Plan.

(h) Performance
Shares and Performance Units .

(i) Grants .
The Administrator may from time-to-time grant to Eligible Individuals Awards in the form of Performance Shares and Performance Units.
Performance Shares, as that term is used in this Plan, shall refer to shares of Common Stock or Units that are expressed in terms of Common
Stock, the issuance, vesting, lapse of restrictions on or payment of which is contingent on performance as measured against predetermined
objectives over a specified Performance Period. Performance Units, as that term is used in this Plan, shall refer to dollar-denominated
Units valued by reference to designated criteria established by the Administrator, other than Common Stock, the issuance, vesting, lapse
of restrictions on or payment of which is contingent on performance as measured against predetermined objectives over a specified Performance
Period. The applicable Award Agreement shall specify whether Performance Shares and Performance Units will be settled or paid in cash
or shares of Common Stock or a combination of both, or shall reserve to the Administrator or the Participant the right to make that determination
prior to or at the payment or settlement date.

(ii) Performance
Criteria . The Administrator shall, prior to or at the time of grant, condition the grant, vesting or payment of, or lapse of restrictions
on, an Award of Performance Shares or Performance Units upon (A) the attainment of Performance Goals during a Performance Period or (B)
the attainment of Performance Goals and the continued service of the Participant. The length of the Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained
shall be conclusively determined by the Administrator in the exercise of its absolute discretion. Performance Goals may include minimum,
maximum and target levels of performance, with the size of the Award or payout of Performance Shares or Performance Units or the vesting
or lapse of restrictions with respect thereto based on the level attained. Performance Goals may be applied on a per share or absolute
basis and relative to one or more Performance Metrics, or any combination thereof, and may be measured pursuant to U.S. generally accepted
accounting principles (“GAAP”), non-GAAP or other objective standards in a manner consistent with SEEQC’s or its Subsidiary’s
established accounting policies, all as the Administrator shall determine at the time the Performance Goals for a Performance Period are
established. The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made
to the manner in which one or more of the Performance Goals is to be calculated or measured to take into account, or ignore, one or more
of the following: (1) items related to a change in accounting principle; (2) items relating to financing activities; (3) expenses for
restructuring or productivity initiatives; (4) other non-operating items; (5) items related to acquisitions; (6) items attributable to
the business operations of any entity acquired by the Company during the Performance Period; (7) items related to the sale or disposition
of a business or segment of a business; (8) items related to discontinued operations that do not qualify as a segment of a business under
U.S. generally accepted accounting principles; (9) items attributable to any stock dividend, stock split, combination or exchange of stock
occurring during the Performance Period; (10) any other items of significant income or expense which are determined to be appropriate
adjustments; (11) items relating to unusual or extraordinary corporate transactions, events or developments, (12) items related to amortization
of acquired intangible assets; (13) items that are outside the scope of the Company’s core, on-going business activities; (14) changes
in foreign currency exchange rates; (15) items relating to changes in tax laws; (16) certain identified expenses (including, but not limited
to, cash bonus expenses, incentive expenses and acquisition-related transaction and integration expenses); (17) items relating to asset
impairment charges; (18) items relating to gains or unusual or nonrecurring events or changes in applicable law, accounting principles
or business conditions, or (19) or any other items selected by the Administrator. Shares or Performance Units shall be settled as and
when the Award vests or at a later time specified in the Award Agreement or in accordance with an election of the Participant, if the
Administrator so permits, that meets the requirements of Section 409A of the Code.

(iii) Additional
Terms and Conditions . The Administrator may, by way of the Award Agreement or otherwise, determine such other terms, conditions, restrictions,
and/or limitations, if any, of any Award of Performance Shares or Performance Units, provided they are not inconsistent with the
Plan.

8

(i) Other
Stock-Based Awards. The Administrator may from time-to-time grant to Eligible Individuals Awards in the form of Other Stock-Based
Awards. Other Stock-Based Awards in the form of Dividend Equivalents may be (A) awarded on a free-standing basis or in connection with
another Award other than a stock option or stock appreciation right, (B) paid currently or credited to an account for the Participant,
including the reinvestment of such credited amounts in Common Stock equivalents, to be paid on a deferred basis, and (C) settled in cash
or Common Stock as determined by the Administrator; provided , however , that Dividend Equivalents payable on Other Stock-Based
Awards that are granted as a Performance Award shall, rather than be paid on a current basis, be accrued and made subject to forfeiture
at least until achievement of the applicable Performance Goal related to such Other Stock- Based Awards. Any such settlements, and any
such crediting of Dividend Equivalents, may be subject to such conditions, restrictions and contingencies as the Administrator shall establish.

(j) Awards
to Participants Outside the United States. The Administrator may grant Awards to Eligible Individuals who are foreign nationals, who
are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise
subject to (or could cause SEEQC or a Subsidiary to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside
the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator,
be necessary or desirable in order that any such Award shall conform to laws, regulations, and customs of the country or jurisdiction
in which the Participant is then resident or primarily employed or to foster and promote achievement of the purposes of the Plan.

(k) Limitation
on Dividend Reinvestment and Dividend Equivalents . Reinvestment of dividends in additional Restricted Stock at the time of any dividend
payment, and the payment of shares of Common Stock with respect to dividends to Participants holding Awards of stock Units, shall only
be permissible if sufficient shares are available under the Share Pool for such reinvestment or payment (taking into account then outstanding
Awards). In the event that sufficient shares are not available under the Share Pool for such reinvestment or payment, such reinvestment
or payment shall be made in the form of a grant of stock Units equal in number to the shares of Common Stock that would have been obtained
by such payment or reinvestment, the terms of which stock Units shall provide for settlement in cash and for Dividend Equivalent reinvestment
in further stock Units on the terms contemplated by this Section 7(k).

8. Withholding
of Taxes .

Participants and holders of Awards shall pay to
SEEQC or its Affiliate, or make arrangements satisfactory to the Administrator for payment of, any Tax Withholding Obligation in respect
of Awards granted under the Plan no later than the date of the event creating the tax or social insurance contribution liability. The
obligations of SEEQC under the Plan shall be conditional on such payment or arrangements. Unless otherwise determined by the Administrator,
Tax Withholding Obligations may be settled in whole or in part with shares of Common Stock, including unrestricted outstanding shares
surrendered to SEEQC and unrestricted shares that are part of the Award that gives rise to the Tax Withholding Obligation, having a Fair
Market Value on the date of surrender or withholding equal to the statutory minimum amount (or such greater amount permitted under FASB
Accounting Standards Codification Topic 718, Compensation—Stock Compensation, for equity-classified awards) required to be withheld
for tax or social insurance contribution purposes, all in accordance with such procedures as the Administrator establishes. SEEQC or its
Affiliate may deduct, to the extent permitted by law, any such Tax Withholding Obligations from any payment of any kind otherwise due
to the Participant or holder of an Award.

9. Transferability
of Awards .

(a) General
Nontransferability Absent Administrator Permission. Except as otherwise determined by the Administrator, and in any event in the case
of an Incentive Stock Option or a tandem stock appreciation right granted with respect to an Incentive Stock Option, no Award granted
under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and distribution. The Administrator
shall not permit any transfer of an Award for value. An Award may be exercised during the lifetime of the Participant, only by the Participant
or, during the period the Participant is under a legal disability, by the Participant’s guardian or legal representative, unless
otherwise determined by the Administrator. Awards granted under the Plan shall not be subject in any manner to alienation, anticipation,
sale, transfer, assignment, pledge, or encumbrance, except as otherwise determined by the Administrator; provided, however, that
the restrictions in this sentence shall not apply to the shares of Common Stock received in connection with an Award after the date that
the restrictions on transferability of such shares set forth in the applicable Award Agreement have lapsed. Nothing in this paragraph
shall be interpreted or construed as overriding the terms of any SEEQC stock ownership or retention policy, now or hereafter existing,
that may apply to the Participant or shares of Common Stock received under an Award.

9

(b) Administrator
Discretion to Permit Transfers Other Than For Value. Except as otherwise restricted by applicable law, the Administrator may, but
need not, permit an Award, other than an Incentive Stock Option or a tandem stock appreciation right granted with respect to an Incentive
Stock Option, to be transferred to a Participant’s Family Member (as defined below) as a gift or pursuant to a domestic relations
order in settlement of marital property rights. The Administrator shall not permit any transfer of an Award for value. For purposes of
this Section 9, “Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons
have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management
of assets, and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests.
The following transactions are not prohibited transfers for value: (i) a transfer under a domestic relations order in settlement of marital
property rights; and (ii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members
(or the Participant) in exchange for an interest in that entity.

10. Adjustments
for Corporate Transactions and Other Events .

(a) Mandatory
Adjustments . In the event of a merger, consolidation, stock rights offering, statutory share exchange or similar event affecting SEEQC
(each, a “ Corporate Event ”) or a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization,
extraordinary dividend of cash or other property, share combination or subdivision, recapitalization, capital reduction distribution,
or similar event affecting the capital structure of SEEQC (each, a “ Share Change ”) that occurs at any time after the
Effective Date (including any such Corporate Event or Share Change that occurs after such adoption and coincident with or prior to the
Effective Date), the Administrator shall make equitable and appropriate substitutions or proportionate adjustments to (i) the aggregate
number and kind of shares of Common Stock or other securities on which Awards under the Plan may be granted to Eligible Individuals, (ii)
the maximum number of shares of Common Stock or other securities that may be issued with respect to Incentive Stock Options granted under
the Plan, (iii) the number of shares of Common Stock or other securities covered by each outstanding Award and the exercise price, base
price or other price per share, if any, and other relevant terms of each outstanding Award, and (iv) all other numerical limitations relating
to Awards, whether contained in this Plan or in Award Agreements; provided , however , that any fractional shares resulting
from any such adjustment shall be eliminated.

(b) Discretionary
Adjustments . In the case of Corporate Events, the Administrator may make such other adjustments to outstanding Awards as it determines
to be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange
for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards,
as determined by the Administrator in its sole discretion (it being understood that in the case of a Corporate Event with respect to which
stockholders of SEEQC receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination
by the Administrator that the value of a stock option or stock appreciation right shall for this purpose be deemed to equal the excess,
if any, of the value of the consideration being paid for each share of Common Stock pursuant to such Corporate Event over the exercise
price or base price of such stock option or stock appreciation right shall conclusively be deemed valid and that any stock option or stock
appreciation right may be cancelled for no consideration upon a Corporate Event if its exercise price or base price equals or exceeds
the value of the consideration being paid for each share of Common Stock pursuant to such Corporate Event), (ii) the substitution of securities
or other property (including, without limitation, cash or other securities of SEEQC and securities of entities other than SEEQC) for the
shares of Common Stock subject to outstanding Awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion
of the Administrator, of the surviving or successor entity or a parent thereof (“ Substitute Awards ”).

(c) Adjustments
to Performance Goals . The Administrator may, in its discretion, adjust the Performance Goals applicable to any Awards to reflect any
unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative
effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in SEEQC’s consolidated
financial statements, notes to the consolidated financial statements, management’s discussion and analysis or other SEEQC filings
with the Securities and Exchange Commission. If the Administrator determines that a change in the business, operations, corporate structure
or capital structure of SEEQC or the applicable subsidiary, business segment or other operational unit of SEEQC or any such entity or
segment, or the manner in which any of the foregoing conducts its business, or other events or circumstances, render the Performance Goals
to be unsuitable, the Administrator may modify such Performance Goals or the related minimum acceptable level of achievement, in whole
or in part, as the Administrator deems appropriate and equitable.

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(d) Statutory
Requirements Affecting Adjustments . Notwithstanding the foregoing: (A) any adjustments made pursuant to Section 10 to Awards that
are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the
requirements of Section 409A of the Code; (B) any adjustments made pursuant to Section 10 to Awards that are not considered “deferred
compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards
either (1) continue not to be subject to Section 409A of the Code or (2) comply with the requirements of Section 409A of the Code; (C)
in any event, the Administrator shall not have the authority to make any adjustments pursuant to Section 10 to the extent the existence
of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the date of grant to be subject
thereto; and (D) any adjustments made pursuant to Section 10 to Awards that are Incentive Stock Options shall be made in compliance with
the requirements of Section 424(a) of the Code.

(e) Dissolution
or Liquidation. Unless the Administrator determines otherwise, all Awards outstanding under the Plan shall terminate upon the dissolution
or liquidation of SEEQC.

11. Change
in Control Provisions.

(a) Termination
of Awards . Notwithstanding the provisions of Section 11(b), and except as otherwise provided in the Award Agreement, in the event
that any transaction resulting in a Change in Control occurs, outstanding Awards will terminate upon the effective time of such Change
in Control unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the
issuance therefor of Substitute Awards of, the surviving or successor entity or a parent thereof. Solely with respect to Awards that will
terminate as a result of the immediately preceding sentence and except as otherwise provided in the applicable Award Agreement:

(i) the
outstanding Awards of stock options and stock appreciation rights that will terminate upon the effective time of the Change in Control
shall, immediately before the effective time of the Change in Control, become fully exercisable and the holders of such Awards will be
permitted, immediately before the Change in Control, to exercise the Awards;

(ii) the
outstanding shares of Restricted Stock the vesting or restrictions on which are then solely time-based and not subject to achievement
of Performance Goals shall, immediately before the effective time of the Change in Control, become fully vested, free of all transfer
and lapse restrictions and free of all risks of forfeiture;

(iii) the
outstanding shares of Restricted Stock the vesting or restrictions on which are then subject to and pending achievement of Performance
Goals shall, immediately before the effective time of the Change in Control and unless the Award Agreement provides for vesting or lapsing
of restrictions in a greater amount upon the occurrence of a Change in Control, become vested, free of transfer and lapse restrictions
and risks of forfeiture in such amounts as if the applicable Performance Goals for the unexpired Performance Period had been achieved
at the target level set forth in the applicable Award Agreement;

(iv) the
outstanding Restricted Stock Units, Performance Shares and Performance Units the vesting, earning or settlement of which is then solely
time-based and not subject to or pending achievement of Performance Goals shall, immediately before the effective time of the Change in
Control, become fully earned and vested and shall be settled in cash or shares of Common Stock (consistent with the terms of the Award
Agreement after taking into account the effect of the Change in Control transaction on the shares) as promptly as is practicable, subject
to any applicable limitations imposed thereon by Section 409A of the Code; and

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(v) the
outstanding Restricted Stock Units, Performance Shares and Performance Units the vesting, earning or settlement of which is then subject
to and pending achievement of Performance Goals shall, immediately before the effective time of the Change in Control and unless the Award
Agreement provides for vesting, earning or settlement in a greater amount upon the occurrence of a Change in Control, become vested and
earned in such amounts as if the applicable Performance Goals for the unexpired Performance Period had been achieved at the target level
set forth in the applicable Award Agreement and shall be settled in cash or shares of Common Stock (consistent with the terms of the Award
Agreement after taking into account the effect of the Change in Control transaction on the shares) as promptly as is practicable, subject
to any applicable limitations imposed thereon by Section 409A of the Code.

Implementation of the provisions of this Section
11(a) shall be conditioned upon consummation of the Change in Control.

(b) Continuation,
Assumption or Substitution of Awards . The Administrator may specify, on or after the date of grant, in an award agreement or amendment
thereto, the consequences of a Participant’s Termination of Service that occurs coincident with or following the occurrence of a
Change in Control, if a Change in Control occurs under which provision is made in connection with the transaction for the continuation
or assumption of outstanding Awards by, or for the issuance therefor of Substitute Awards of, the surviving or successor entity or a parent
thereof.

(c) Other
Permitted Actions . In the event that any transaction resulting in a Change in Control occurs, the Administrator may take any of the
actions set forth in Section 10 with respect to any or all Awards granted under the Plan.

(d) Section
409A Savings Clause . Notwithstanding the foregoing, if any Award is considered to be a “nonqualified deferred compensation plan”
within the meaning of Section 409A of the Code, this Section 11 shall apply to such Award only to the extent that its application would
not result in the imposition of any tax or interest or the inclusion of any amount in income under Section 409A of the Code.

12. Substitution
of Awards in Mergers and Acquisitions .

Awards may be granted under the Plan from time
to time in substitution for assumed awards held by employees, officers, or directors of entities who become employees, officers, or directors
of SEEQC or a Subsidiary as the result of a merger or consolidation of the entity for which they perform services with SEEQC or a Subsidiary,
or the acquisition by SEEQC of the assets or stock of the such entity. The terms and conditions of any Awards so granted may vary from
the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the Awards
to the provisions of the assumed awards for which they are substituted and to preserve their intrinsic value as of the date of the merger,
consolidation or acquisition transaction. To the extent permitted by applicable law and marketplace or listing rules of the primary securities
market or exchange on which the Common Stock is listed or admitted for trading, any available shares under a stockholder-approved plan
of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards granted pursuant to this Section
12 and, upon such grant, shall not reduce the Share Pool.

13. Compliance
with Securities Laws; Listing and Registration .

(a) The
obligation of SEEQC to sell or deliver Common Stock with respect to any Award granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal, state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Administrator. If at any time the Administrator determines that the delivery
of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign (non-United
States) securities laws, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until
the Administrator determines that such delivery is lawful. If at any time the Administrator determines that the delivery of Common Stock
under the Plan would or may violate the rules of any exchange on which SEEQC’s securities are then listed for trade, the right to
exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such
delivery would not violate such rules. If the Administrator determines that the exercise or nonforfeitability of, or delivery of benefits
pursuant to, any Award would violate any applicable provision of securities laws or the listing requirements of any stock exchange upon
which any of SEEQC’s equity securities are listed, then the Administrator may postpone any such exercise, nonforfeitability or delivery,
as applicable, but SEEQC shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date.

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(b) Each
Award is subject to the requirement that, if at any time the Administrator determines, in its absolute discretion, that the listing, registration
or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state, federal or foreign
(non-United States) law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or
in connection with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock
issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Administrator.

(c) In
the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under
the Securities Act of 1933, as amended (the “ Securities Act ”), and is not otherwise exempt from such registration,
such Common Stock shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the
Administrator may require a person receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock,
to represent to SEEQC in writing that the Common Stock acquired by such person is acquired for investment only and not with a view to
distribution and that such person will not dispose of the Common Stock so acquired in violation of Federal, state or foreign securities
laws and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the
Common Stock in compliance with applicable Federal, state or foreign securities laws.

14. Section
409A Compliance .

It is the intention of SEEQC that any Award that
constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code shall comply in all
respects with the requirements of Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount
in income pursuant to Section 409A of the Code, and the terms of each such Award shall be construed, administered and deemed amended,
if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither SEEQC nor any of its Affiliates nor
any of its or their directors, officers, employees, agents or other service providers will be liable for any taxes, penalties or interest
imposed on any Participant or other person with respect to any amounts paid or payable (whether in cash, shares of Common Stock or other
property) under any Award, including any taxes, penalties or interest imposed under or as a result of Section 409A of the Code. Any payments
described in an Award that are due within the “short term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless applicable law requires otherwise. For purposes of any Award, each amount to be paid or benefit
to be provided to a Participant that constitutes deferred compensation subject to Section 409A of the Code shall be construed as a separate
identified payment for purposes of Section 409A of the Code. For purposes of Section 409A of the Code, the payment of Dividend Equivalents
under any Award shall be construed as earnings and the time and form of payment of such Dividend Equivalents shall be treated separately
from the time and form of payment of the underlying Award. Notwithstanding any other provision of the Plan to the contrary, with respect
to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code,
any payments (whether in cash, shares of Common Stock or other property) to be made with respect to the Award that become payable on account
of the Participant’s separation from service, within the meaning of Section 409A of the Code, while the Participant is a “specified
employee” (as determined in accordance with the uniform policy adopted by the Administrator with respect to all of the arrangements
subject to Section 409A of the Code maintained by SEEQC and its Affiliates) and which would otherwise be paid within six months after
the Participant’s separation from service shall be accumulated (without interest) and paid on the first day of the seventh month
following the Participant’s separation from service or, if earlier, within 15 days after the appointment of the personal representative
or executor of the Participant’s estate following the Participant’s death. Notwithstanding anything in the Plan or an Award
Agreement to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of an Award
where such payment or settlement constitutes deferred compensation within the meaning of Code section 409A unless, and solely to the extent
that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4).

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15. Plan
Duration; Amendment and Discontinuance .

(a) Plan
Duration . The Plan shall remain in effect, subject to the right of the Board or the Compensation Committee to amend or terminate the
Plan at any time, until the earlier of (a) the earliest date as of which all Awards granted under the Plan have been satisfied in full
or terminated and no shares of Common Stock approved for issuance under the Plan remain available to be granted under new Awards or (b)
the 10 th anniversary of the Adoption Date. No Awards shall be granted under the Plan after such termination date. Subject to
other applicable provisions of the Plan, all Awards made under the Plan on or before the 10 th anniversary of the Adoption Date
or such earlier termination of the Plan, shall remain in effect until such Awards have been satisfied or terminated in accordance with
the Plan and the terms of such Awards.

(b) Amendment
and Discontinuance of the Plan . The Board or the Compensation Committee may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would materially impair the rights of a Participant with respect to a previously granted
Award without such Participant’s consent, except such an amendment made to comply with applicable law or rule of any securities
exchange or market on which the Common Stock is listed or admitted for trading or to prevent adverse tax or accounting consequences to
SEEQC or the Participant. Notwithstanding the foregoing, no such amendment shall be made without the approval of SEEQC’s stockholders
to the extent such amendment would (A) materially increase the benefits accruing to Participants under the Plan, (B) materially increase
the number of shares of Common Stock which may be issued under the Plan or to a Participant, (C) materially expand the eligibility for
participation in the Plan, or (D) modify the prohibition on the issuance of reload or replenishment options. Except as otherwise determined
by the Board or Compensation Committee, termination of the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

(c) Amendment
of Awards . Subject to Section 7(e), the Administrator may unilaterally amend the terms of any Award theretofore granted, but no such
amendment shall materially impair the rights of any Participant with respect to an Award without the Participant’s consent, except
such an amendment made to cause the Plan or Award to comply with applicable law, applicable rule of any securities exchange on which the
Common Stock is listed or admitted for trading, or to prevent adverse tax or accounting consequences for the Participant or the Company
or any of its Affiliates. For purposes of the foregoing sentence, an amendment to an Award that results in a change in the tax consequences
of the Award to the Participant shall not be considered to be a material impairment of the rights of the Participant and shall not require
the Participant’s consent.

16. General
Provisions .

(a) Non-Guarantee
of Employment or Service . Nothing in the Plan or in any Award Agreement thereunder shall confer any right on an individual to continue
in the service of SEEQC or any Affiliate or shall interfere in any way with the right of SEEQC or any Affiliate to terminate such service
at any time with or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest or become
payable; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s
interests under any Award or the Plan. No person, even though deemed an Eligible Individual, shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant. To the extent that an Eligible Individual who is an employee of a
Subsidiary receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that SEEQC is the Participant’s
employer or that the Participant has an employment relationship with SEEQC.

(b) No
Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between SEEQC and a Participant or any other person. To the extent that any Participant or other person acquires
a right to receive payments from SEEQC pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor
of SEEQC.

(c) Status
of Awards. Awards shall be special incentive payments to the Participant and shall not be taken into account in computing the amount
of salary or compensation of the Participant for purposes of determining any pension, retirement, death, severance or other benefit under
(a) any pension, retirement, profit-sharing, bonus, insurance, severance or other employee benefit plan of SEEQC or any Affiliate now
or hereafter in effect under which the availability or amount of benefits is related to the level of compensation or (b) any agreement
between (i) SEEQC or any Affiliate and (ii) the Participant, except as such plan or agreement shall otherwise expressly provide.

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(d) Subsidiary
Employees . In the case of a grant of an Award to an Eligible Individual who provides services to any Subsidiary, SEEQC may, if the
Administrator so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for such lawful
consideration as the Administrator may specify, upon the condition or understanding that the Subsidiary will transfer the shares of Common
Stock to the Eligible Individual in accordance with the terms of the Award specified by the Administrator pursuant to the provisions of
the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled after such issue or transfer of shares to the Subsidiary
shall revert to SEEQC.

(e) Governing
Law and Interpretation. The validity, construction and effect of the Plan, of Award Agreements entered into pursuant to the Plan,
and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Award Agreements, and
the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance
with applicable United States federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles. The
captions of the Plan are not part of the provisions hereof and shall have no force or effect. Except where the context otherwise requires:
(i) the singular includes the plural and vice versa; (ii) a reference to one gender includes other genders; (iii) a reference to a person
includes a natural person, partnership, corporation, association, governmental or local authority or agency or other entity; and (iv)
a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them.

(f) Use
of English Language. The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered into, given or
instituted pursuant to an Award shall be written in English, unless otherwise determined by the Administrator. If a Participant receives
an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language other than English, and if
the meaning of the translated version is different from the English version, the English version shall control.

(g) Recovery
of Amounts Paid. Except as otherwise provided by the Administrator, Awards granted under the Plan shall be subject to any and all
policies, guidelines, codes of conduct, or other agreement or arrangement adopted by the Board or Compensation Committee with respect
to the recoupment, recovery or clawback of compensation (collectively, the “Recoupment Policy”) and/or to any provisions set
forth in the applicable Award Agreement under which SEEQC may recover from current and former Participants any amounts paid or shares
of Common Stock issued under an Award and any proceeds therefrom under such circumstances as the Administrator determines appropriate.
The Administrator may apply the Recoupment Policy to Awards granted before the policy is adopted to the extent required by applicable
law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by
the Administrator in its sole discretion.

17. Glossary .

Under this Plan, except where the context otherwise
indicates, the following definitions apply:

“Administrator ” means the Compensation
Committee, or such other committee(s) of director(s) duly appointed by the Board or the Compensation Committee to administer the Plan
or delegated limited authority to perform administrative actions under the Plan, and having such powers as shall be specified by the Board
or the Compensation Committee; provided, however, that at any time the Board may serve as the Administrator in lieu of or in addition
to the Compensation Committee or such other committee(s) of director(s) to whom administrative authority has been delegated. With respect
to any Award to which Section 16 of the Exchange Act applies, the Administrator shall consist of either the Board or a committee of the
Board, which committee shall consist of three or more directors, each of whom is intended to be, to the extent required by Rule 16b-3
of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and an “independent director”
to the extent required by the rules of the national securities exchange that is the principal trading market for the Common Stock, provided
that, with respect to Awards made to a member of the Board who is not an employee of the Company, Administrator means the Board. Any member
of the Administrator who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be
considered a member of the Administrator to the extent required to comply with Rule 16b-3 of the Exchange Act.

15

“ Adoption Date ” means the date
the Plan is adopted by the Board.

“ Affiliate” means any entity,
whether now or hereafter existing, which controls, is controlled by, or is under common control with, SEEQC or any successor to SEEQC.
For this purpose, “control” (including the correlative meanings of the terms “controlled by” and “under
common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes
of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies
of such entity, by contract or otherwise.

“ Award ” means any stock option,
stock appreciation right, stock award, stock unit, Performance Share, Performance Unit, and/or Other Stock-Based Award.

“Award Agreement” means the
written document(s), including an electronic writing acceptable to the Administrator, and any notice, addendum or supplement thereto,
memorializing the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.

“ Board ” means the Board of Directors
of SEEQC.

“ Cause ” means, with respect
to a Participant, except as otherwise provided in the relevant Award Agreement or other written agreement between a Participant and the
Company or any of its Subsidiaries applicable to the Award, any of the following: (i) the Participant’s plea of guilty or nolo
contendere to, or conviction of, (A) a felony (or its equivalent in a non-United States jurisdiction) or (B) other conduct of a criminal
nature that has or is likely to have a material adverse effect on the reputation or standing in the community of SEEQC, any of its Affiliates
or a successor to SEEQC or an Affiliate, as determined by the Administrator in its sole discretion, or that legally prohibits the Participant
from working for SEEQC, any of its Subsidiaries or a successor to SEEQC or a Subsidiary; (ii) a breach by the Participant of a regulatory
rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to SEEQC, any of its
Subsidiaries or a successor to SEEQC or a Subsidiary, in any material respect; or (iii) the Participant’s failure, in any material
respect, to (A) perform the Participant’s employment duties, (B) comply with the applicable policies of SEEQC, or of its Subsidiaries,
or a successor to SEEQC or a Subsidiary, or (C) comply with covenants contained in any contract or Award Agreement to which the Participant
is a party; provided, however , that the Participant shall be provided a written notice describing in reasonable detail the facts
which are considered to give rise to a breach described in this clause and the Participant shall have 30 days following receipt of such
written notice (the “ Cure Period ”) during which the Participant may remedy the condition and, if so remedied, no Cause
for Termination of Service shall exist.

“ Change in Control ” means the
first of the following to occur: (i) a Change in Ownership of SEEQC, (ii) a Change in Effective Control of SEEQC, or (iii) a Change in
the Ownership of Assets of SEEQC, as described herein and construed in accordance with Code section 409A.

(i) A “Change
in Ownership of SEEQC” shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire, ownership of
the capital stock of SEEQC that, together with the stock held by such Person or Group, constitutes more than 50% of the total fair market
value or total voting power of the capital stock of SEEQC. However, if any one Person is, or Persons Acting as a Group are, considered
to own more than 50%, on a fully diluted basis, of the total fair market value or total voting power of the capital stock of SEEQC, the
acquisition of additional stock by the same Person or Persons Acting as a Group is not considered to cause a Change in Ownership of SEEQC
or to cause a Change in Effective Control of SEEQC (as described below). An increase in the percentage of capital stock owned by any one
Person, or Persons Acting as a Group, as a result of a transaction in which SEEQC acquires its stock in exchange for property will be
treated as an acquisition of stock.

(ii) A “Change
in Effective Control of SEEQC” shall occur on the date either (A) a majority of members of SEEQC’s Board is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of SEEQC’s Board before
the date of the appointment or election, or (B) any one Person, or Persons Acting as a Group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of SEEQC possessing 50% or more
of the total voting power of the stock of SEEQC.

16

(iii) A
“Change in the Ownership of Assets of SEEQC” shall occur on the date that any one Person acquires, or Persons Acting as a
Group acquire (or has or have acquired during the 12-month period ending on the date of the most recent acquisition by such Person or
Persons), assets from SEEQC that have a total gross fair market value equal to or more than 50% of the total gross fair market value of
all of the assets of SEEQC immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value
of the assets of SEEQC, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets.

The following rules of construction apply in interpreting
the definition of Change in Control:

(A) A “ Person ”
means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended,
other than employee benefit plans sponsored or maintained by SEEQC and by entities controlled by SEEQC or an underwriter, initial purchaser
or placement agent temporarily holding the capital stock of SEEQC pursuant to a registered public offering.

(B) Persons
will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the corporation. If a Person owns stock in both corporations that
enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting
as a Group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change
and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely
because they purchase assets of the same corporation at the same time or purchase or own stock of the same corporation at the same time,
or as a result of the same public offering.

(C) A Change
in Control shall not include a transfer to a related person as described in Code section 409A or a public offering of capital stock of
SEEQC.

(D) For
purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine stock ownership. Stock underlying a vested
option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered
owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable
for stock that is not substantially vested (as defined by Treasury Regulation §1.83-3(b) and (j)), the stock underlying the option
is not treated as owned by the individual who holds the option.

“Code” means the Internal Revenue
Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive
guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed
to include such regulations and guidance, as well as any successor section, regulations and guidance.

“Common Stock” means shares
of common stock of SEEQC, INC., par value $0.0001 per share, and any capital securities into which they are converted.

“ Company ” means SEEQC, INC.
and its Subsidiaries, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred,
Company shall mean only SEEQC, INC.

“Compensation Committee” means
the Compensation Committee of the Board.

“ Director Limits ” shall have
the meaning ascribed to it in Section 5(e) of the Plan.

“ Dividend Equivalent ” means
a right, granted to a Participant, to receive cash, Common Stock, stock Units or other property equal in value to dividends paid with
respect to a specified number of shares of Common Stock.

“ Effective Date ” means the date
on which the transactions contemplated by the Merger Agreement are consummated.

17

“ Eligible Individuals ” means
(i) officers and employees of, and other individuals, including non-employee directors, consultants and independent contractors, who are
natural persons providing bona fide services to or for, SEEQC or any of its Subsidiaries, provided that such services are not in
connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain
a market for SEEQC’s securities, and (ii) prospective officers, employees and service providers who have accepted offers of employment
or other service relationship from SEEQC or a Subsidiary.

“ Exchange Act ” means the Securities
Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall
be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.

“Fair Market Value ” means, on
a per share basis as of any date, unless otherwise determined by the Administrator:

(i) if the
principal market for the Common Stock (as determined by the Administrator if the Common Stock is listed or admitted to trading on more
than one exchange or market) is a national securities exchange or an established securities market, unless otherwise determined by the
Administrator, the official closing price per share of Common Stock for the regular market session on that date on the principal exchange
or market on which the Common Stock is then listed or admitted to trading or, if no sale is reported for that date, on the last preceding
day on which a sale was reported, all as reported by such source as the Administrator may select;

(ii) if
the principal market for the Common Stock is not a national securities exchange or an established securities market, but the Common Stock
is quoted by a national quotation system, the average of the highest bid and lowest asked prices for the Common Stock on that date as
reported on a national quotation system or, if no prices are reported for that date, on the last preceding day on which prices were reported,
all as reported by such source as the Administrator may select; or

(iii) if
the Common Stock is neither listed or admitted to trading on a national securities exchange or an established securities market, nor quoted
by a national quotation system, the value determined by the Administrator in good faith by the reasonable application of a reasonable
valuation method, which method may, but need not, include taking into account an appraisal of the fair market value of the Common Stock
conducted by a nationally recognized appraisal firm selected by the Administrator.

Notwithstanding the preceding, for foreign, federal,
state and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair Market Value
shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

“ Full Value Award ” means an
Award that results in SEEQC transferring the full value of a share of Common Stock under the Award, whether or not an actual share of
stock is issued. Full Value Awards shall include, but are not limited to, stock awards, stock units, Performance Shares, Performance Units
that are payable in Common Stock, and Other Stock-Based Awards for which SEEQC transfers the full value of a share of Common Stock under
the Award, but shall not include Dividend Equivalents.

“ Incentive Stock Option ” means
any stock option that is designated, in the applicable Award Agreement or the resolutions of the Administrator under which the stock option
is granted, as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements
to be an “incentive stock option” set forth in Section 422 of the Code.

“ Merger Agreement ” means that
certain Agreement and Plan of Merger, dated as of January 16, 2026, by and among SEEQC, Allegro Merger Corp., and SEEQC Merger Sub, Inc.

“ Non-Employee Director ” means
a member of the Board who is not an employee of SEEQC or any of its Affiliates.

“ Nonqualified Option ” means
any stock option that is not an Incentive Stock Option.

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“ Other Stock-Based Award ” means
an Award of Common Stock or any other Award that is valued in whole or in part by reference to, or is otherwise based upon, shares of
Common Stock, including without limitation Dividend Equivalents and convertible debentures.

“ Participant ” means an Eligible
Individual to whom one or more Awards are or have been granted pursuant to the Plan and have not been fully settled or cancelled and,
following the death of any such person, his successors, heirs, executors and administrators, as the case may be.

“ Performance Award ” means a
Full Value Award, the grant, vesting, lapse of restrictions or settlement of which is conditioned upon the achievement of performance
objectives over a specified Performance Period and includes, without limitation, Performance Shares and Performance Units.

“ Performance Goals ” means the
performance goals established by the Administrator in connection with the grant of Awards based on Performance Metrics or other performance
criteria selected by the Administrator.

“ Performance Period ” means that
period established by the Administrator during which any Performance Goals specified by the Administrator with respect to such Award are
to be measured.

“ Performance Metrics ” means
criteria established by the Administrator relating to any of the following or any other performance-based criteria, as it may apply to
an individual, one or more business units, divisions, or Affiliates, or on a company-wide basis, and in absolute terms, relative to a
base period, or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies:

(i) Earnings
or Profitability Metrics : any derivative of revenue; earnings/loss (gross, operating, net, or adjusted); earnings/loss before interest
and taxes (“EBIT”); earnings/loss before interest, taxes, depreciation and amortization (“EBITDA”); profit margins;
operating margins; expense levels or ratios; provided that any of the foregoing metrics may be adjusted to eliminate the effect
of any one or more of the following: interest expense, asset impairments or investment losses, early extinguishment of debt or stock-based
compensation expense;

(ii) Return
Metrics : any derivative of return on investment, assets, equity or capital (total or invested);

(iii) Investment
Metrics: relative risk-adjusted investment performance; investment performance of assets under management;

(iv) Cash
Flow Metrics : any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified cash balance;
free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working capital;

(v) Liquidity
Metrics : any derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity ratios);
and/or

(vi) Stock
Price and Equity Metrics : any derivative of return on stockholders’ equity; total stockholder return; stock price; stock price
appreciation; market capitalization; earnings/loss per share (basic or diluted) (before or after taxes).

“ Performance Shares ” means a
grant of stock or stock Units the issuance, vesting or payment of which is contingent on performance as measured against predetermined
objectives over a specified Performance Period.

“ Performance Units ” means a
grant of dollar-denominated Units the value, vesting or payment of which is contingent on performance against predetermined objectives
over a specified Performance Period.

“ Plan ” means this SEEQC, INC.
2026 Equity Incentive Plan, as set forth herein and as it may be amended from time to time.

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“ Restricted Stock ” means an
Award of shares of Common Stock to a Participant that may be subject to certain transferability and other restrictions and to a risk of
forfeiture (including by reason of not satisfying certain Performance Goals).

“ Restricted Stock Unit ” means
a right granted to a Participant to receive shares of Common Stock or cash at the end of a specified deferral period, which right may
be conditioned on the satisfaction of certain requirements (including the satisfaction of certain Performance Goals).

“ Restriction Period ” means,
with respect to Full Value Awards, the period commencing on the date of grant of such Award to which vesting or transferability and other
restrictions and a risk of forfeiture apply and ending upon the expiration of the applicable vesting conditions, transferability and other
restrictions and lapse of risk of forfeiture and/or the achievement of the applicable Performance Goals (it being understood that the
Administrator may provide that vesting shall occur and/or restrictions shall lapse with respect to portions of the applicable Award during
the Restriction Period.

“ Subsidiary ” means any corporation
or other entity in an unbroken chain of corporations or other entities beginning with SEEQC if each of the corporations or other entities,
or group of commonly controlled corporations or other entities, other than the last corporation or other entity in the unbroken chain
then owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of stock or other equity
interests in one of the other corporations or other entities in such chain or otherwise has the power to direct the management and policies
of the entity by contract or by means of appointing a majority of the members of the board or other body that controls the affairs of
the entity; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that
is a “separation from service” within the meaning of Section 409A of the Code or whether an Eligible Individual is eligible
to be granted an Award that in the hands of such Eligible Individual would constitute a “nonqualified deferred compensation plan”
within the meaning of Section 409A of the Code , a “Subsidiary” of a corporation or other entity means all other entities
with which such corporation or other entity would be considered a single employer under Sections 414(b) or 414(c) of the Code.

“ Tax Withholding Obligation ”
means any federal, state, local or foreign (non-United States) income, employment or other tax or social insurance contribution required
by applicable law to be withheld in respect of Awards.

“ Termination of Service ” means
the termination of the Participant’s employment, or performance of services for, SEEQC and its Subsidiaries. A change in the capacity
in which the Participant renders service to SEEQC and its Affiliates, or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the Participant’s service with SEEQC and its Subsidiaries, will
not be a Termination of Service; provided, however, that if the entity for which a Participant is rendering services ceases to qualify
as an Affiliate, as determined by the Administrator, in its sole discretion, such Participant will be considered to have a Termination
of Service on the date such entity ceases to qualify as an Affiliate. For example, a change in status from an employee of the Company
to a consultant of an Affiliate or to a director will not constitute a Termination of Service. Temporary absences from employment because
of illness, vacation or leave of absence and transfers among SEEQC and its Subsidiaries shall not be considered Terminations of Service.
With respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A
of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of
the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount
in income pursuant to Section 409A of the Code. A Participant has a separation from service within the meaning of Section 409A of the
Code if the Participant terminates employment with SEEQC and all Subsidiaries for any reason. A Participant will generally be treated
as having terminated service with SEEQC and all Subsidiaries for purposes of Section 409A of the Code as of a certain date if the Participant
and the entity that employs the Participant reasonably anticipate that the Participant will perform no further services for SEEQC or any
Subsidiary after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee
or an independent contractor) will permanently decrease to no more than 20 percent (20%) of the average level of bona fide services performed
(whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if
the Participant has been providing services for fewer than 36 months); provided, however, that the employment relationship is treated
as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not
exceed six months or, if longer, so long as the Participant retains the right to reemployment with SEEQC or any Subsidiary. The Administrator
shall have the exclusive discretion to determine when a Participant is no longer actively providing services for purposes of any
Award (including whether a Participant may still be considered to be providing services while on a leave of absence).

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“ Total and Permanent Disability ”
means, with respect to a Participant, except as otherwise provided in the relevant Award Agreement, that a Participant is (i) unable to
engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to last until the Participant’s death or result in death, or (ii) determined to be totally disabled by the Social Security Administration
or other governmental or quasi-governmental body that administers a comparable social insurance program outside of the United States in
which the Participant participates and which conditions the right to receive benefits under such program on the Participant being unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to last until the Participant’s death or result in death. The Administrator shall have sole authority to determine whether a Participant
has suffered a Total and Permanent Disability and may require such medical or other evidence as it deems necessary to judge the nature
and permanency of the Participant’s condition.

“ Unit ” means a bookkeeping entry
used by SEEQC to record and account for the grant of the following types of Awards until such time as the Award is paid, cancelled, forfeited
or terminated, as the case may be: stock units, Restricted Stock Units, Performance Units, and Performance Shares that are expressed in
terms of units of Common Stock.

{ end of document }

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SEEQC, INC.

RESTRICTED STOCK UNITS NOTICE

UNDER THE

SEEQC, INC.

2026 Equity Incentive Plan

Name of Grantee :

This Notice evidences the award of restricted stock units (each, an
“ RSU ,” and collectively, the “ RSUs ”) of SEEQC, INC., a Delaware corporation (the “ Company ”),
that have been granted to you pursuant to the SEEQC, INC. 2026 Equity Incentive Plan (the “ Plan ”) and conditioned
upon your agreement to the terms of the attached Restricted Stock Units Agreement (the “ Agreement ”). This Notice
constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein.
Each RSU is equivalent in value to one share of the Company’s Common Stock and represents the Company’s commitment to issue
one share of the Company’s Common Stock at a future date, subject to the terms of the Agreement and the Plan. The RSUs are credited
to a separate account maintained for you on the books and records of the Company (the “ Account ”). All amounts
credited to the Account will continue for all purposes to be part of the general assets of the Company.

Grant Date :

Number of RSUs :

Vesting Schedule : All of the RSUs are nonvested and forfeitable
as of the Grant Date. So long as your Service (as defined in the Agreement) is continuous from the Grant Date through the applicable date
upon which vesting is scheduled to occur:

SEEQC, INC. |
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Date |

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I acknowledge that I have carefully read the Agreement and the prospectus
for the Plan. I agree to be bound by all of the provisions set forth in those documents. I also consent to electronic delivery of all
notices or other information with respect to the RSUs or the Company.

Signature of Grantee |
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Date |

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SEEQC, INC.

RESTRICTED STOCK UNITS AGREEMENT

UNDER THE

SEEQC, INC.

2026 Equity Incentive Plan

1. Terminology .
Unless otherwise provided in this Agreement, capitalized terms used herein are defined in the Glossary at the end of this Agreement.

2. Vesting .
All of the RSUs are nonvested and forfeitable as of the Grant Date. So long as your Service is continuous from the Grant Date through
the applicable date upon which vesting is scheduled to occur, the RSUs will become vested and nonforfeitable in accordance with the vesting
schedule set forth in the Notice. Except for the circumstances, if any, described in the Notice, none of the RSUs will become vested and
nonforfeitable after your Service ceases.

3. Termination
of Employment or Service . Unless otherwise provided in the Notice, if your Termination of Service occurs for any reason, all RSUs
that are not then vested and nonforfeitable will be forfeited to the Company immediately and automatically upon such cessation without
payment of any consideration therefor and you will have no further right, title or interest in or to such RSUs or the underlying shares
of Common Stock.

4. Restrictions
on Transfer . Neither this Agreement nor any of the RSUs may be assigned, transferred, pledged, hypothecated or disposed of in any
way, whether by operation of law or otherwise, and the RSUs shall not be subject to execution, attachment or similar process. All rights
with respect to this Agreement and the RSUs shall be exercisable during your lifetime only by you or your guardian or legal representative.
Notwithstanding the foregoing, the RSUs may be transferred upon your death by last will and testament or under the laws of descent and
distribution.

5. Settlement
of RSUs .

(a) Manner
of Settlement . You are not required to make any monetary payment (other than applicable tax withholding, if required) as a condition
to settlement of the RSUs. The Company will issue to you, in settlement of your RSUs and subject to the provisions of Section 6 below,
the number of whole shares of Common Stock that equals the number of whole RSUs that become vested, and such vested RSUs will terminate
and cease to be outstanding upon such issuance of the shares. Upon issuance of such shares, the Company will determine the form of delivery
(e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares on your behalf electronically to the
Company’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within
reason.

(b) Timing
of Settlement . Your RSUs will be settled by the Company, via the issuance of Common Stock as described herein, on the date that the
RSUs become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or federal holiday, such issuance
date shall instead fall on the next following day that the principal executive offices of the Company are open for business. Notwithstanding
the foregoing, in the event that (i) you are subject to the Company’s policy permitting officers and directors to sell shares only
during certain “window” periods, in effect from time to time or you are otherwise prohibited from selling shares of the Company’s
Common Stock in the public market and any shares covered by your RSUs are scheduled to be issued on a day (the “ Original Distribution
Date ”) that does not occur during an open “window period” applicable to you, as determined by the Company in
accordance with such policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company’s Common
Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution,
then such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the
first business day of the next occurring open “window period” applicable to you pursuant to such policy (regardless of whether
you are still providing continuous services at such time) or the next business day when you are not prohibited from selling shares of
the Company’s Common Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar
year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares under
this Agreement is intended to comply with Treasury Regulation 1.409A-1(b)(4) and shall be construed and administered in such a manner.

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6. Tax
Withholding . On or before the time you receive a distribution of the shares subject to your RSUs, or at any time thereafter as requested
by the Company, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate
provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or
any Affiliate which arise in connection with your RSUs (the “ Withholding Taxes ”). Additionally, the Company
may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your RSUs by any of the following
means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you
to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member
of the Financial Industry Regulatory Authority (a “ FINRA Dealer ”) whereby you irrevocably elect to sell a portion
of the shares to be delivered under the Agreement to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to
forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company; or (iv) withholding shares of Common Stock from
the shares of Common Stock issued or otherwise issuable to you in connection with the RSUs with a Fair Market Value (measured as of the
date shares of Common Stock are issued to you pursuant to Section 5) equal to the amount of such Withholding Taxes; provided, however,
that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required
tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including
payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Company and/or any Affiliate
are satisfied, the Company shall have no obligation to deliver to you any Common Stock. In the event the Company’s obligation to
withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount
of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the
Company harmless from any failure by the Company to withhold the proper amount.

7. Adjustments
for Corporate Transactions and Other Events .

(a) Stock
Dividend, Stock Split and Reverse Stock Split . Upon a stock dividend of, or stock split or reverse stock split affecting, the Common
Stock, the number of outstanding RSUs shall, without further action of the Administrator, be adjusted to reflect such event; provided,
however, that any fractional RSUs resulting from any such adjustment shall be eliminated. Adjustments under this paragraph will be made
by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and
conclusive.

(b) Merger,
Consolidation and Other Events . If the Company shall be the surviving or resulting corporation in any merger or consolidation and
the Common Stock shall be converted into other securities, the RSUs shall pertain to and apply to the securities to which a holder of
the number of shares of Common Stock subject to the RSUs would have been entitled. If the stockholders of the Company receive by reason
of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities
of another entity or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of
the Company’s successor, and this Agreement shall apply to the securities or other property (including cash) to which a holder of
the number of shares of Common Stock subject to the RSUs would have been entitled, in the same manner and to the same extent as the RSUs.

8. Non-Guarantee
of Employment or Service Relationship . Nothing in the Plan or this Agreement shall alter your at-will or other employment status or
other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company
and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period
of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not
such discharge results in the forfeiture of any nonvested and forfeitable RSUs or any other adverse effect on your interests under the
Plan.

9. Rights
as Stockholder . You shall not have any of the rights of a stockholder with respect to any shares of Common Stock that may be issued
in settlement of the RSUs until such shares of Common Stock have been issued to you.

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10. The
Company’s Rights . The existence of the RSUs shall not affect in any way the right or power of the Company or its stockholders
to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure
or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with p