SINGULAR GENOMICS SYSTEMS, INC. ONLINE TERMS AND CONDITIONS

2.1

Except as otherwise set forth herein or separately agreed to in a Quotation, Singular will invoice Customer, and Customer will pay within thirty (30) days after the date of such invoice, (a) the applicable Fee(s), (b) sales, revenue or excise tax, use tax, value added tax, goods and services tax, withholding and other taxes, customs, duties, and fees imposed by any federal, state, or local government authority applicable to Customer's receipt and/or use of the applicable Products and/or Services hereunder ("Taxes"), and (c) where the applicable Product is an Instrument or Consumable, Shipping Fees. Fees for Services may be subscription-based and/or charged in installments and may automatically renew, as further described in the Quotation. Customer will pay all amounts in United States Dollars from a bank in the United States.

2.2

Failure to pay invoices on time constitutes a material breach of this Agreement and Singular reserves the right to terminate this Agreement immediately with respect to all Products or Services if any single Product or Service is not timely paid for in full, and, where applicable, charge Customer for any return shipping and handling charges. Singular may elect to retain title to Products and any resale purchase price claims, until Singular receives payment in full, and where title retention is not fully valid or enforceable, Singular may elect to retain a security interest in Products sold to Customer to secure Customer's payment obligations to Singular, and Customer will execute any documents necessary to create and perfect this interest. Singular may also suspend the performance of Services until overdue amounts are paid in full.

2.3

Except as expressly set forth in a Quotation, Customer will reimburse Singular for all reasonable, documented, out-of-pocket expenses incurred by Singular in performance of the Services.

3.1

Singular will deliver the Instrument and/or Consumables (as applicable) to Customer at the Delivery Location, during the estimated timeframe listed in the order confirmation provided to Customer after Customer's acceptance of a Quotation. If Singular anticipates that it will not deliver such Product(s) within such range, it will promptly notify Customer. Within ten (10) days after receiving such notice, Customer will notify Singular of its choice (as Singular's sole liability and Customer's sole remedy) to either (a) cancel its purchase of such Product(s) and terminate this Agreement, or (b) agree to receive delivery of such Product(s) at a later date, to be mutually agreed by the parties.

3.2

At least thirty (30) days prior to anticipated delivery of the Instrument and/or Consumables (as applicable), Singular will notify Customer to arrange for a mutually-agreeable specific delivery date with respect to each such Product. Risk of loss in such Product(s) will pass to Customer upon delivery of such Product(s) to the Delivery Location (the "Product Delivery Date").

3.3

Within thirty (30) days following the Product Delivery Date for the Instrument (the "Inspection Period"), Singular will (with reasonable assistance from Customer) demonstrate use of the Instrument at Customer's location to validate compliance with the Instrument Specifications, and upon such successful demonstration, Customer will accept the Instrument as conforming with such Instrument Specifications, pursuant to a signed letter of acceptance in the form therefore provided by Singular. Upon signature of such letter of acceptance, Singular will invoice Customer for the Instrument as described in Section 2.1. During the Inspection Period for the Instrument, Singular may provide, at no additional cost to Customer, Consumables necessary to validate the Instrument Specifications. No such Inspection Period will apply to Consumables, which will be deemed accepted upon delivery, but are subject to the warranty set forth in Section 5.1.

3.4

Title to the Instrument and Consumables will only pass to Customer upon payment in full as described in Section 2.1 (such date, the "Completed Sale Date"). Singular at all times retains title to the Software, as described more fully in Section 8.1.

3.5

If during the Inspection Period, Customer identifies an Instrument Defect (defined below), and thereafter Singular is able to independently verify such Instrument Defect, the parties will perform the applicable warranty procedures set forth in Section 5.1. In such case, the acceptance procedures set forth above will be reapplied to the repaired or replaced Instrument (if applicable). If the Instrument is still not accepted within ninety (90) days following the applicable Product Delivery Date, either party may immediately terminate this Agreement upon written notice to the other, title to the Instrument will not pass to Customer, and Singular will arrange for transport of the Instrument back to Singular at its cost.

4.1

Singular will use commercially reasonable efforts to provide Customer with Services and to deliver any Deliverables (as applicable) in accordance with the Quotation. Customer will provide reasonable access to and cooperation with Singular in order to permit Singular to perform its Services obligations. Singular shall determine the time, place, methods, details and means of performing the Services. Except as otherwise provided in a particular Quotation, Singular shall be responsible to provide the tools, equipment, consumables, know-how and other items necessary to perform the Services.

4.2

Singular will direct any communications related to Services to Customer's Designated Services Contact, unless otherwise requested by Customer. A party may modify its Designated Services Contact at any time upon written notice to the other party.

4.3

Initial support services for Instruments ("Initial Support Services") will be provided by Singular for twelve (12) months following the Completed Sale Date for such Instrument (the "Initial Support Term"). Further Product Services in the form of an extended warranty or "Service Plan" (the "Extended Support Term") and the applicable Fee therefor must be agreed by the parties in a separate Quotation. Singular reserves the right to increase the Fees for additional Product Services beyond the Initial Support Term. The availability of Product Services beyond a warranty term expressly set forth herein does not create or imply any warranty extension.

4.4

During the Initial Support Term or Extended Support Term, once Customer has submitted a request for Product Services, if Singular determines, in its sole discretion, that onsite repair is necessary, Singular will send an on-site service representative as soon as possible during business hours given the availability and accessibility for both parties. During the Initial Support Term or Extended Support Term, Singular may also provide preventative maintenance on-site visits as needed, in its sole discretion, which may result in system or Instrument downtime to Customer. The parties will cooperate to schedule such preventative maintenance visits at a time during business hours that is mutually convenient for both parties. During the Initial Support Term or Extended Support Term, Singular will incur all costs associated with travel, labor and parts/materials expenses associated with prescribed preventative maintenance visits.

5.1 Instrument Warranty; Consumables Warranty.

5.2 Services Warranty.

Singular warrants to Customer that it will perform the Services in a professional and workmanlike manner. Singular does not guarantee any specific outcome of the Services, including, with respect to Product Services, that it will be able to fix any problem the Customer may be experiencing, or with respect to Professional Services, that any results can be achieved. CUSTOMER'S SOLE REMEDY, AND SINGULAR'S SOLE LIABILITY, WITH RESPECT TO BREACH OF WARRANTY CONCERNING THE SERVICES, WILL BE RE-PERFORMANCE OF SUCH SERVICES. No refunds will be granted for Services.

5.3 Disclaimer.

EXCEPT AS SET FORTH IN SECTIONS 5.1 AND 5.2, THE PRODUCTS, SERVICES, DELIVERABLES AND ANYTHING ELSE PROVIDED UNDER THIS AGREEMENT, ARE PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND. SINGULAR HEREBY DISCLAIMS (ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, AND QUALITY. THE PRODUCTS, SERVICES AND DELIVERABLES ARE NOT MEANT TO DIAGNOSE OR TREAT ANY CONDITIONS. NO PRODUCTS, SERVICES OR DELIVERABLES CAN OR SHOULD BE CONSTRUED AS CLINICAL OR MEDICAL ADVICE OF ANY KIND.

5.4 Exceptions.

The foregoing warranties shall not apply to, and shall be void for, any Product that (i) was subject to improper or abnormal use or storage, abuse, neglect, negligence, accident, including without limitation failure to properly perform routine maintenance and maintain the Product Site in accordance with Singular's site requirements or the use of the Product with any non-Singular product (except as may be specifically recommended, with respect to standard laboratory reagents, tools and equipment ancillary to use of the Product, in the then-current Documentation for that Product); (ii) has been repaired, altered, disassembled, reassembled; or (iii) has been removed from Customer's facility other than by Singular or its designee or in accordance with Singular instructions; or (iv) has failed due to externally caused short circuits, incorrect voltages, failure or fluctuation of electrical power, lightning, static or other improper external inputs, or due to civil unrest, threat of or actual acts of terrorism or war, embargoes, governmental actions, acts of God, earthquakes, floods, storms, fires, supplier delay, accidents, explosions, epidemics, quarantine restrictions, or other such contingencies beyond the reasonable control of the applicable party. For clarity, and without limitation, use of a Singular Instrument with consumables other than the Singular Consumables specified for use with the Singular Instrument, will void the warranty for that Singular Instrument. Any Customer attempt to repair or otherwise alter any Product, except as may be specifically pre-authorized by Singular in writing in each case, and except for cleaning and replenishment or replacement of specific elements, as may be provided in the applicable Documentation, shall void the warranty for that Product.

5.5 Customer Warranty.

Customer warrants that: (a) it is the owner of the Materials or is otherwise permitted to transfer the Materials to the Singular to perform the Professional Services; (b) it has complied with all applicable federal, state and local laws, regulations and guidelines applicable to the collection, storage, and handling of the Materials and the privacy of individually identifiable information, including but not limited to, the Health Insurance and Portability and Accountability Act of 1996 (as amended "HIPAA") and the regulations promulgated thereunder as may be amended from time to time; and (c) it will provide Singular with sufficient amount of Material to perform the Professional Services.

6.1

Customer must use the Product solely in accordance with any instructions and documentation provided by Singular (the "Documentation"). Documentation includes Singular's user manual, package insert, and similar technical documentation, for the Product in effect on the date that the Product ships from Singular. Documentation may be provided with the Product at time of shipment, provided electronically from Singular, or available on Singular's website.

6.2

Customer acknowledges that the Products and Services contain valuable trade secrets of Singular and its licensors and suppliers and constitute the Proprietary Information of Singular. Accordingly, the Customer will not, and will not allow any third party to: reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering, but only to the extent prohibited by such statute), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, composition or underlying information, structure, trade secrets, ideas or algorithms of the Products or Services or any related documentation or data provided to the Customer by Singular; modify, translate, or create derivative works based on the Products or Services; use the Products for any purpose other than Customer's own internal business purposes; allow any third party to use or access the Products or Services; use the Instrument with any reagent other than the Consumables, except for those third party consumables that are listed as compatible with the Instrument in the Documentation, as such Documentation may be updated from time to time; or use the Products or Services other than in accordance with this Agreement and in compliance with all applicable laws and regulations and best industry standards and practices.

6.3

Customer agrees the Consumables are licensed for Single Use Only and may not be reused. Customer is not licensed or authorized to, and agrees not to: (i) use any Consumable more than once, (ii) repackage, relabel, rebrand, refurbish, and/or remanufacture any Product, (iii) transfer (including, but not limited to, resell, donate, or loan), any Product to any third party, or (iv) adapt, modify, or reverse engineer any Product. Documentation is proprietary to Singular and may only be used in connection with the associated Product.

6.4

Without limiting any other rights or remedies of Singular under this Agreement or otherwise, any breach of Section 6.1 or any other breach of this Agreement by Customer will immediately (a) void the warranties set forth in Section 5.1, as applicable, and terminate any obligation of Singular to provide any Services, regardless of whether such Services have already been paid for, and terminate the license to Software set forth in Section 8.1. The foregoing does not limit any other legal or equitable remedy available to Singular.

6.5

Singular shall not reverse engineer or otherwise attempt to derive the composition or underlying information, structure, ideas or trade secrets embodied in any Materials, except as necessary for the performance of Singular's obligations and exercise of its rights hereunder.

6.6

So long as Customer has not breached this Agreement, Singular may make available to Customer during the term of this Agreement updates, upgrades, or bug fixes ("Updates") to the Software and/or components of the Instrument from time to time in its sole discretion as such Updates may become generally commercially available for distribution by Singular. Whether Updates are mandatory will be determined by Singular in its sole discretion. Singular will cooperate with Customer to schedule Instrument Updates at a time during business hours that is mutually convenient for both parties. Singular will notify Customer before deploying Software Updates. When possible, Software Updates will be performed remotely. Singular reserves the right to provide Software Updates by any method, in its sole discretion, including by Internet download, provision of electronic files via e-mail or physical storage medium, or by deploying service personnel to Customer's site to install such Software Updates. Updates may result in system or Instrument downtime. Singular will incur all costs associated with travel, labor and parts/materials expenses associated with mandatory Updates.

7.1

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business, including, but not limited to any biological or tissues samples or related materials provided in connection with the Services (the "Materials") and all other scientific, technical, regulatory and business information relating to the Services and Deliverables (collectively, including the Materials, "Proprietary Information" of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its rightful possession or rightfully known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Notwithstanding anything to the contrary, if Singular collects information related to the performance of the Products (including the occurrence of and circumstances relating to any Instrument Defect or Consumables Defect), Singular may freely use and disclose such information provided it does not identify Customer in doing so. Feedback (defined below) is Singular's Proprietary Information, deemed disclosed by Singular and to which the exceptions set forth in (b) and (d) above do not apply.

7.2

Customer acknowledges that Singular does not wish to receive any Proprietary Information from Customer that is not necessary for Singular to perform its obligations under this Agreement (including its Services obligations), and, unless the parties specifically agree otherwise, Singular may reasonably presume that any information received from Customer that is not necessary for Singular to perform such obligations is not confidential or Proprietary Information.

7.3

Customer will not have the right to disclose the existence or terms and conditions of this Agreement, unless such disclosure is approved in writing by Singular prior to such disclosure, or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

8.1

Notwithstanding anything to the contrary, including any reference to "Sale" of any Product, the Software (including any Updates thereto provided by Singular) is licensed, not sold. Subject to compliance with all terms and conditions of this Agreement (including without limitation the restrictions set forth in Section 6.1) and to all applicable end user license agreement(s), notices, terms, conditions and/or use restrictions (i) printed on any Product packaging, label, Product user manual(s) or instructions, whether provided with the Product(s) or available for download, or insert, (ii) appearing in or included with the Software or any Documentation, or (iii) listed on Singular's website, Singular grants Customer a limited, perpetual, non-exclusive, non-sublicensable, non-transferable license to use the Products for Customer's internal business purposes, solely as installed or used in the Instrument by or on behalf of Singular and solely as permitted by the functionality of the Instrument in the form it is delivered by or on behalf of Singular. All right, title and interest in and to the Products (including Software, Instruments, and Consumables), Services, and Custom G4X Panels (as defined below), including any modifications, enhancements or improvements thereto, and any intellectual property rights therein or related thereto are and shall be owned solely and exclusively by Singular and its licensors and suppliers. Except as expressly set forth in this Section 8.1, Singular does not grant any intellectual property rights or licenses by implication, estoppel, or otherwise to Customer.

8.2

Singular may offer Consumables designed by Singular to target Custom Content as part of a service offering or for Customer's use of Consumables with a Singular's G4X instrument ("Custom G4X Panels"). The identity of Customer's Custom Content is Customer's Proprietary Information, unless such information is subject to any of the exclusions set forth in Section 7.1. By submitting Custom Content to Singular, Customer grants Singular the right to use Custom Content to design and manufacture the Custom G4X Panels and to provide the Professional Services to Customer. The Professional Services, the Custom 4GX Panels and all Consumables designed by Singular in connection with the Professional Services or development of Custom G4X Panels and all intellectual property rights therein and related thereto are and shall remain the sole and exclusive property of Singular.

8.3

Customer acknowledges and agrees that (i) Singular shall not be precluded from rendering any services (including services similar to the Professional Services) to any third party(ies) or from performing internal development or commercialization activities with materials provided by a third party to Singular or materials independently developed by Singular, and (ii) third parties may submit similar or identical target molecules to Singular for custom applications, and nothing in this Agreement restricts Singular's right to provide custom panel products or services to such third parties.

8.4

Any Deliverables and Materials shall be owned by Customer. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Singular may (i) internally use and modify (but not disclose) the Materials, Deliverables, Custom Content and any data, information or other material provided or submitted by Customer to Singular for the purposes of (A) providing the Professional Services to Customer and (B) generating Aggregated Anonymous Data, and (ii) freely use and make available Aggregated Anonymous Data for Singular's business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Singular's products and services). Aggregated Anonymized Data is not Customer data or information, and Singular may process Aggregated Anonymized Data for purposes other than the performance of the Services.

8.5

After completion of the Professional Services, unless otherwise set forth in a Quotation, the Deliverables will be retained in Singular's systems and accessible for download by Customer for up to thirty (30) days from the date the data link is sent to Customer. If more than one data link is sent to Customer, Deliverables from all sent data links will be accessible for download for up to thirty (30) days from the date the last data link is sent to Customer (the "Retention Period"). After the Retention Period, the Deliverables will be transferred to a deep archive storage for six (6) months (the "Recovery Period"), where retrieval may be subject to recovery fees. After the Recovery Period, the Deliverables will be permanently deleted and cannot be recovered.

8.6

After completion of the Professional Services, unless otherwise set forth in a Quotation, any remaining Materials may be retained by Singular for future testing or may be destroyed by Singular in its discretion. Singular will not transfer the Materials to any third party.

8.7

To the extent Customer provides Singular with any suggestions, ideas, enhancement or feature requests, improvements, feedback, recommendations, or information related to the Products and their performance, the Services, or Deliverables ("Feedback"), Customer hereby assigns all right, title, and interest in and to such Feedback to Singular. Except to the extent prohibited by applicable laws, Customer hereby grants to Singular a non-exclusive, worldwide, fully sublicensable, fully paid-up, royalty-free, irrevocable, perpetual license to all Product Improvements. Customer shall promptly disclose any Product Improvements to Singular. For this purpose, "Product Improvements" means all intellectual property rights (including patent and similar rights like utility models) on inventions conceived or reduced to practice by or for Customer that arise out of the use of Products (or the adaptation, modification or reverse engineering of any Product(s), in violation of this Agreement), and which relate to (a) development, design, manufacturing, layout, packaging or protocols or methods for using any Products, alone or with other Products or other devices and/or reagents; and/or (b) interfaces between any Products and other devices. Product Improvements shall not include data resulting from using Products (e.g., results of assays or sequencing of samples prepared using Products) or discoveries derived from such data (except to the extent covered by (a) or (b) above).

9.1

Customer's obligation to purchase the applicable Product(s) or Services set forth in a Quotation becomes effective on the last date such Quotation is signed.

9.2

If an Instrument or Consumable is not delivered pursuant to Section 3, this Agreement will automatically terminate, with no further obligation to either party.

9.3

For Quotations for Professional Services, if no term is set forth in the Quotation, this Agreement shall continue for one year, unless terminated earlier as described in this Agreement.

9.4

If either party materially breaches a Quotation, the other party may terminate the applicable Quotation by giving the breaching party thirty (30) days prior written notice of such breach, unless the breach is cured within the notice period. If either party materially breaches this Agreement, the other party may terminate this Agreement (including any or all Quotations) by giving the breaching party thirty (30) days written notice of such breach, unless the breach is cured within the notice period.

9.5

Upon termination of a Quotation or this Agreement by Singular pursuant to Section 9.4, (a) any and all rights and licenses granted by Singular to Customer under this Agreement or the applicable Quotations(s) will immediately terminate; (b) Customer agrees to pay Singular all amounts due or accrued as of the date of such termination; and (c) each Receiving Party shall return to the Disclosing Party or, at the Disclosing Party's request, destroy (and so certify to the Disclosing Party) any Proprietary Information obtained from the Disclosing Party, subject to Section 8.6. This Section 9.5 and Sections 7, 8 and 10-15 (inclusive) shall survive any termination of this Agreement.

10.1 Singular.

Subject to Section 10.3, Singular will defend, indemnify, and hold harmless Customer from and against any liabilities, losses, and expenses, including reasonable attorneys' fees (in each case, only to the extent payable to unaffiliated third parties), arising from a third party claim that Customer's internal business use of the Product, when used in accordance with the Documentation and all other restrictions set forth in this Agreement, infringes the United States intellectual property rights of such third party. The foregoing obligation will not apply if (a) the Product was modified by anyone other than Singular, (b) the Product was combined with any other product or component not provided by Singular, (c) Customer continued use of the Product after being notified of its potentially-infringing nature, and (d) Customer refused any free update to the Product (including to the Software and Consumables) offered by Singular.

10.2 Customer.

Subject to Section 10.3, Customer will defend, indemnify, and hold harmless Singular and its respective agents, officers, directors, employees from and against any liabilities, losses, and expenses, including reasonable attorneys' fees (in each case, only to the extent payable to unaffiliated third parties), arising from a third party claim arising from or relating to any unauthorized use of the Product or other use of the Product in violation of Agreement, Customer's breach of this Agreement, Singular's use of the Materials or Custom Content, and Customer's use and/or its commercialization of the Deliverables (whether by or through Customer or otherwise). Customer shall not settle a claim on behalf of Singular without Singular's prior written consent.

10.3

Each party's indemnification obligations hereunder are conditioned upon the party seeking indemnification (the "Indemnified Party") providing the other Party (the "Indemnifying Party") (a) prompt written notice of the potentially-indemnifiable claim, (b) sole control of the defense and settlement thereof, and (c) reasonable assistance, at Indemnifying Party's expense, in such defense and settlement.

13.1

Instruments and Consumables are labeled "For Research Use Only" and "not for use in diagnostic procedures" or with a similar labeling statement. Customer acknowledges that (i) such Products have not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity whether foreign or domestic for any specific intended use, whether research, commercial, diagnostic, or otherwise, and (ii) Customer must ensure it has any regulatory approvals that are necessary for Customer's intended uses of such Products. Such Products must be used only in a lawful and ethical manner. Customer will comply with all applicable laws, regulations, and ethical guidelines promulgated by established national and international ethical bodies when using, maintaining, and disposing of such Products and the information generated from the use of such Products.

13.2

The Professional Services and Deliverables are provided for research use only and are not for use in diagnostic procedures or informing clinical decisions. Customer acknowledges that (a) the Professional Services and Deliverables have not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity, whether foreign or domestic, for any specific intended use, whether research, commercial, diagnostic, clinical, or otherwise, (b) the Professional Services will be conducted in laboratories that are not certified under the Clinical Laboratory Improvement Amendments and Good Laboratory Practices; (c) the results of the Professional Services and the Deliverables shall not be used for purposes other than research purposes, including without limitation, for human or veterinary diagnostic or treatment purposes, and (d) Customer must ensure it has any regulatory approvals that are necessary for Customer's intended uses of the Materials and/or Deliverables and (e) Singular shall not be precluded from rendering independent services to any third party(ies) or from performing internal development or commercialization activities with materials provided by a third party to Singular or independently developed by Singular.