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Exhibit 1.1

 

EXECUTION VERSION

 

QUANTERIX CORPORATION

 

3,571,428 Shares of Common Stock, par value $0.001 per share

 

Underwriting Agreement

February 3, 2021

Goldman Sachs & Co. LLC
SVB Leerink LLC

Cowen and Company, LLC

As Representatives of the
    several Underwriters listed
    in Schedule 1 hereto

 

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

 

c/o SVB Leerink LLC
1301 Avenue of the Americas, 12th Floor
New York, New York 10019

 

c/o Cowen and Company, LLC
599 Lexington Avenue, 27th Floor
New York, New York 10022

 

Ladies and Gentlemen:

 

Quanterix Corporation, a Delaware corporation
(the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”),
for whom you are acting as representatives (the “Representatives”), an aggregate of 3,571,428 shares of common stock,
par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to
an additional 535,714 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the
Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after
giving effect to the sale of the Shares are referred to herein as the “Stock.” To
the extent there are no additional Underwriters listed in Schedule 1 other than you, the term Representatives as used herein shall
mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context
requires.

 

 

The Company hereby confirms its agreement
with the several Underwriters concerning the purchase and sale of the Shares, as follows:

 

1.                   Registration
Statement
. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the
“Securities Act”), an automatic shelf registration statement as defined in Rule 405 (“Rule 405”) of
the Securities Act on Form S-3ASR (File No. 333-249925), including a prospectus, relating to the Shares. Such registration
statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B
or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430
Information”), is referred to herein as the “Registration Statement”; and as used herein, the term
“Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments
thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and
the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the
“Base Prospectus”) and the prospectus supplement thereto dated February 3, 2021 thereto relating to the Shares,
and the term “Prospectus” means the Base Prospectus and the prospectus supplement relating to the Shares in the
form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection
with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule
462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term
“Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this
underwriting agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary
Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or
“supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be
incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms
in the Registration Statement and the Prospectus.

 

At or prior to the Applicable Time (as defined
below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the
“Pricing Disclosure Package”): a Preliminary Prospectus dated February 3, 2021 and each “free-writing prospectus”
(as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

 

“Applicable Time” means 7:45
P.M., New York City time, on February 3, 2021.

 

2.                  
Purchase of the Shares.

 

(a)               
The Company agrees, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions
set forth herein, to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement
(this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth
herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective
number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase
Price”) of $65.80.

 

In addition, the Company agrees, on the
basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to issue
and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the
representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option
to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal
to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option
Shares.

 

If any Option Shares are to be
purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears
the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth
opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears
to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject,
however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall
make.

 

 

The Underwriters may exercise the option
to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date
of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number
of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and
paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing
Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date
are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days
prior to the date and time of delivery specified therein.

 

(b)               
The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness
of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth
in the Pricing Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell
Shares to or through any affiliate of an Underwriter.

 

(c)               
Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company
to the Representatives in the case of the Underwritten Shares, at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston
Street, Boston, MA 02199-3600 at 10:00 A.M., New York City time, on February 8, 2021, or at such other time or place on the same
or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in
writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written
notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten
Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if
other than the Closing Date, is herein referred to as the “Additional Closing Date.”

 

Payment for the Shares to be purchased on
the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for
the respective accounts of the several Underwriters of the Shares to be purchased on such applicable date, with any transfer taxes
payable in connection with the sale of such Shares to the Underwriters duly paid by the Company. Delivery of the Shares shall be
made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.

 

(d)                The
Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an
arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby
(including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an
agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising
the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The
Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other
Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the
Representatives or the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to
such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

 

 

3.                  
Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:

 

(a)               
Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by
the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied
in all material respects with the Securities Act, and no Preliminary Prospectus included in the Pricing Disclosure Package, at
the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 7(b) hereof.

 

(b)               
Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing
Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements
or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing
by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed
that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
No statement of material fact included in the Prospectus that is required to be included in the Pricing Disclosure Package has
been omitted therefrom and no statement of material fact included in the Pricing Disclosure Package that is required to be included
in the Prospectus has been omitted therefrom.

 

(c)                Issuer
Free Writing Prospectus.
Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the
Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared,
made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any
“written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or
solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other
than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any
document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities
Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved
in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with
the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in
accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in
the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus, such
Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may
be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided that the
Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing
Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free
Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 7(b) hereof.

 

 

(d)               
Emerging Growth Company. From the time of the filing of the Registration Statement with the Commission (or, if earlier,
the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters
Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section
2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any
oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

 

(e)               
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications and
(ii) has not authorized anyone to engage in Testing-the-Waters Communications. The Company has not distributed or approved for
distribution any Written Testing-the-Waters Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters
Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

 

(f)                 Registration
Statement and Prospectus.
The Registration Statement is an “automatic shelf registration statement” as
defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to
the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. As of the date of
this Agreement, the Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements in
accordance with General Instructions I.B.1 and I.D of Form S-3. No order suspending the effectiveness of the Registration
Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities
Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company,
contemplated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any
post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply
in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements therein not
misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of
the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the Company makes no representation or warranty with respect to
any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to
the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and
the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

 

 

(g)               
Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and
the Pricing Disclosure Package, when they were filed with the Commission conformed in all material respects to the requirements
of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any
further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure
Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange
Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.

 

(h)               
Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated
subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and
present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates
indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements
have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied
on a consistent basis throughout the periods covered thereby, except in the case of any unaudited, interim financial statements,
which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the
Commission, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in
all material respects the information required to be stated therein; and the other financial information included or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting
records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby;
all disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply
in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent
applicable; and any pro forma financial information and the related notes thereto included or incorporated by reference in the
Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable
requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial
information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

(i)                 No
Material Adverse Change.
Since the date of the most recent financial statements of the Company included or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any
change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants
and vesting of restricted stock units described as outstanding in, and the grant of options and awards under existing equity
incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), material change
in short-term debt or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind
declared, set aside for payment, paid or made by the Company, on any class of capital stock, or any material adverse change,
or any development resulting in a material adverse change, in or affecting the business, properties, management, financial
position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a
whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in
the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any
liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and
(iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is
material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any
court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.

 

 

(j)                
Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly
existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business
and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties
and to conduct the businesses in which it is engaged, except where the failure to be so qualified or in good standing or have such
power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management,
financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as
a whole or on the performance by the Company of its obligations under this Agreement (a “Material Adverse Effect”).
The subsidiaries listed in Schedule 2 to this Agreement are the only significant subsidiaries of the Company.

 

(k)               
Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing
Disclosure Package and the Prospectus under the heading “Description of Common Stock” and “Description of Preferred
Stock”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable and, except as disclosed in the Pricing Disclosure Package and the Prospectus, are not subject to
any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing
Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants
or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest
in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating
to the issuance of any capital stock of the Company or any of its subsidiaries, any such convertible or exchangeable securities
or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description
thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares
of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and
validly authorized and issued, are fully paid and non-assessable (except as otherwise described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus) and are owned directly or indirectly by the Company, free and clear of any lien,
charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except as otherwise
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus).

 

 

(l)                
Stock Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based
compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) outstanding as of the date hereof,
except, in each case, for any such matters as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the
Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock
Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable,
approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder
approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly
executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock
Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq
Global Market and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted
for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s
filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted,
and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating
the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its
subsidiaries or their results of operations or prospects.

 

(m)             
Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by
it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

 

(n)              
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

 

(o)               
The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and,
when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and non-assessable
and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package
and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights that have not been duly waived
or satisfied.

 

(p)               
Descriptions of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof
contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

(q)                No
Violation or Default.
Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws
or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or
both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the
Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or
regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company, except,
in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

 

 

(r)                
No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of
the Shares by the Company and the consummation of the transactions contemplated by this Agreement or the Pricing Disclosure Package
and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien,
charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by
which the Company is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii)
result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of
its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court
or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries, except,
in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(s)                
No Consents Required. No consent, approval, authorization, license, order, registration or qualification of or with
any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the
Company of this Agreement, the issuance and sale of the Shares by the Company and the consummation of the transactions contemplated
by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations,
orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

 

(t)                
Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings
(“Actions”) pending to which the Company or any of its subsidiaries is or reasonably expects to be a party or to which
any property of the Company or any of its subsidiaries is or is reasonably expected to be the subject that, individually or in
the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material
Adverse Effect; no such Actions are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory
authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to
be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other
documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the
Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration
Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

 

(u)                Independent
Accountants
. Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries,
is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable
rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as
required by the Securities Act.

 

(v)               Title
to Real and Personal Property
. Neither Company nor any of its subsidiaries own any real property. The Company and its subsidiaries
have valid rights to lease or otherwise use all items of real and personal property that are material to the businesses of the
Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of
title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company
and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

 

(w)              Intellectual
Property.
Except as would not have a Material Adverse Effect, the Company and its subsidiaries own or have valid, binding
and enforceable licenses under all patents, patent applications, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks, trade names, domain names, registrations and applications for registration
of the foregoing, and other intellectual property used in or necessary for the conduct, or the proposed conduct, of the
respective businesses of the Company and its subsidiaries, in the manner described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus (collectively, the “Intellectual Property”), and, except as would not have
a Material Adverse Effect, the conduct of their respective businesses has not and will not infringe or misappropriate any
intellectual property rights of others; the patents, trademarks, and copyrights, if any, included within the Intellectual
Property are valid, enforceable, and subsisting; the Intellectual Property is free and clear of all material liens or
encumbrances; other than as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
(i) none of the Company or any of its subsidiaries is obligated to pay a material royalty, grant a license to, or provide
other material consideration to any third party in connection with the Intellectual Property, (ii) none of the Company or its
subsidiaries has received any notice of any claim of infringement, misappropriation of or conflict with asserted rights of
others with respect to any of the Company’s or its subsidiaries’ products, processes or Intellectual Property,
(iii) no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging
the validity, enforceability, scope, registration, ownership, inventorship or use of any of the Intellectual Property, (iv)
no action, suit, claim or other proceeding is pending or, to the knowledge of the Company, is threatened, challenging the
Company’s or any of its subsidiaries’ rights in or to any Intellectual Property, (v) except as would not have a
Material Adverse Effect, the development, manufacture, sale and any currently proposed use of any of the discoveries,
inventions, products or processes of the Company and its subsidiaries do not currently, and will not upon commercialization,
infringe, or violate any right or issued patent claim of any third party, (vi) to the knowledge of the Company, no third
party has any ownership right in or to any Intellectual Property that is owned by the Company or its subsidiaries, other than
any co-owner of any patent constituting Intellectual Property who is listed on the records of the U.S. Patent and Trademark
Office (the “USPTO”) and any co-owner of any patent application constituting Intellectual Property who is named
in such patent application, (vii) to the knowledge of the Company, no employee, consultant or independent contractor of the
Company or its subsidiaries is in or has ever been in violation in any material respect of any term of any employment
contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement
nondisclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of
such violation relates to such employee’s employment or independent contractor’s engagement with the Company or
its subsidiaries or actions undertaken while employed or engaged with the Company or its subsidiaries and (viii) the Company
and its subsidiaries have taken reasonable measures to protect its confidential information and trade secrets and to maintain
and safeguard the Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements.
All patents and patent applications owned by or licensed to the Company or its subsidiaries or under which the Company or its
subsidiaries have rights have, to the knowledge of the Company, been duly and properly filed and all such patents have been
maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of
candor and disclosure to the USPTO or comparable foreign authority in connection with such applications; and the Company and
its subsidiaries are not aware of any facts required to be disclosed to the USPTO or comparable foreign authority that were
not disclosed to the USPTO or comparable foreign authority and which would preclude the grant of a patent in connection with
any such application or would reasonably be expected to form the basis of a finding of invalidity or unenforceability with
respect to any patents that have issued with respect to such applications.

 

 

(x)               
No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of
its subsidiaries, on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company
or any of its subsidiaries, on the other, that is required by the Securities Act to be described in each of the Registration Statement
and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

 

(y)               
Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the
application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
will not be, nor will it be required to register as, an “investment company” or an entity “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the “Investment Company Act”).

 

(z)               
Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns
required to be paid or filed through the date hereof, except for taxes being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP have been taken and as would not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect; and except as otherwise disclosed in each of the Registration Statement, the
Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or would reasonably be expected to be,
asserted against the Company or any of its subsidiaries or any of their respective properties or assets that would reasonably be
expected to have a Material Adverse Effect.

 

(aa)             Licenses
and Permits.
The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other
authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign
governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the
conduct of their respective businesses as described in each of the Registration Statement, the Pricing Disclosure Package and
the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a
Material Adverse Effect; and except as described in each of the Registration Statement, the Pricing Disclosure Package and
the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any
such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license,
sub-license, certificate, permit or authorization will not be renewed in the ordinary course. The Company and its
subsidiaries are and have been in compliance in all material respects with all statutes, rules and regulations applicable to
the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or
disposal of any product manufactured or distributed by the Company or its subsidiaries.

 

 

(bb)           
Health Care Compliance and Authorizations The Company and its subsidiaries, directors and officers and, to the Company’s
knowledge, its employees have operated and currently are in compliance in all material respects with all applicable health care
laws, rules and regulations of the jurisdictions in which the Company and its subsidiaries are conducting business (the “Health
Care Laws”). The Company and its subsidiaries have submitted and possess, or qualify
for applicable exemptions to, such valid and current registrations, listings, approvals, clearances, licenses, certificates, authorizations
or permits and supplements or amendments thereto issued or required by the appropriate state, federal or foreign regulatory agencies
or bodies necessary to conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus,
including, without limitation, all such certificates, authorizations and permits required by the United States
Food and Drug Administration (the “FDA”), the United States Department of Health and Human Services, the European Medicines
Agency or any other state, federal or foreign agencies or bodies engaged in the regulation of medical devices (including diagnostic
products) (each, a “Regulatory Agency”), except those the absence of which would not, in the aggregate or individually,
reasonably be expected to have a Material Adverse Effect, and the Company has not received any notice of proceedings relating to
the revocation or modification of, or non-compliance with, any material license, certificate, authorization or permit.

 

(cc)            
Health Care Products Manufacturing. The manufacture of products by the Company
and its subsidiaries or, to the knowledge of the Company, on behalf of the Company or its subsidiaries
, is
being conducted in compliance in all material respects with all Health Care Laws, including, without limitation, the FDA’s
current good manufacturing practice regulations at 21 CFR Part 820, and, to the extent applicable, any counterpart thereof promulgated
by governmental authorities in countries outside the United States. The Company and its subsidiaries have not had any manufacturing
site subject to a governmental authority (including FDA) shutdown or import or export prohibition, nor received any FDA or other
governmental authority “warning letters,” “untitled letters,” requests to make changes to the products
of the Company, processes or operations, or similar correspondence or notice from the FDA or other governmental authority alleging
or asserting material noncompliance with all Health Care Laws, other than those that have been satisfactorily addressed and/or
closed with the FDA or other governmental authority. To the Company’s knowledge, neither the FDA nor any other governmental
authority is considering such action.

 

(dd)           
No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists
or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor
disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers,
except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has
received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

 

 

(ee)             Certain
Environmental Matters
. (i) The Company and its subsidiaries (a) are in compliance with all, and have not violated any,
applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions,
judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health
or safety, the environment or natural resources, including those relating to the generation, storage, treatment, use,
handling, transportation, or Release (as defined below) or threat of Release of Hazardous Materials (as defined below)
(collectively, “Environmental Laws”); (b) have received and are in compliance with all, and have not violated
any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to
conduct their respective businesses; (c) have not received written notice of any actual or potential liability or obligation
under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or
remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that
would reasonably be expected to result in any such notice; (d) are not conducting or paying for, in whole or in part, any
investigation, remediation or other corrective action pursuant to any Environmental Law at any location; and (e) are not
party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there
are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its subsidiaries,
except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure
Package and the Prospectus, (x) there are no proceedings that are pending, or, to the Company’s knowledge,
contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is
also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more
will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with
Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release
of Hazardous Materials, that individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any
Environmental Laws.

 

(ff)              
Hazardous Materials. There has been no storage, generation, transportation, use, handling, treatment, Release or
threat of Release (as defined below) of Hazardous Materials (as defined below) by, relating to or caused by the Company or its
subsidiaries (or, to the knowledge of the Company, any other entity (including any predecessor) for whose acts or omissions the
Company or any of its subsidiaries is or would reasonably be expected to be liable) at, on, under or from any property or facility
now or, to the knowledge of the Company, previously owned, operated or leased by the Company or its subsidiaries or, to the knowledge
of the Company, at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner or
amount or to a location that would reasonably be expected to result in any liability under any Environmental Law, except for any
violation or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
“Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or
constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products,
natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling
mud, regulated or which can give rise to liability under any Environmental Law. “Release” means any spilling, leaking,
seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing,
or migrating in, into or through the environment, or in, into, from or through any building or structure.

 

 

(gg)             Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group”
(defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section
4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b), (c), (m)
or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative
exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan
has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning
of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be,
in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan”
within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within
the meaning of Sections 304 and 305 of ERISA) (v) the fair market value of the assets of each Plan exceeds the present value of
all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable
event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably
expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing
has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification;
(viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability
under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the
ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of
Section 4001(a)(3) of ERISA); (ix) to the knowledge of the Company, there is no pending audit or investigation by the Internal
Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any
foreign regulatory agency with respect to any Plan that would reasonably be expected to result in a material liability to the
Company or its subsidiaries; and (x) none of the following events has occurred or is reasonably likely to occur: (A) a material
increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates
in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made
in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase
in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of
Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’
most recently completed fiscal year, except in each case with respect to events or conditions set forth in (i) through (x) hereof,
as would not, individually or in the aggregate, have a Material Adverse Effect.

 

(hh)            Disclosure
Controls
. The Company and its subsidiaries have established an effective system of “disclosure controls and
procedures” (as defined in Rule 13a-15(e) of the Exchange Act) designed to comply with the requirements of the Exchange
Act applicable to the Company and that has been designed to ensure that information required to be disclosed by the Company
in reports that it will file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such
information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their
disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

 

 

(ii)              
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial
reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the requirements of
the Exchange Act applicable to the Company and have been designed by, or under the supervision of, the Company’s principal
executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,
the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared
in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, no material weaknesses in the Company’s internal controls have been identified
by the Company or its auditors. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have
been advised of: (i) all significant deficiencies and material weaknesses, if any, in the design or operation of internal controls
over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability
to record, process, summarize and report financial information; and (ii) to the knowledge of the Company, any fraud, whether or
not material, that involves management or other employees who have a significant role in the Company’s internal controls
over financial reporting.

 

(jj)              
eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or
incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and
has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

 

(kk)           
Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel
and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks
as the Company reasonably believes are adequate to protect the Company and its subsidiaries and their respective businesses; and
neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason
to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage at reasonable cost from similar insurers as may be necessary to continue its business in all material respects.

 

 

(ll)                No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company
nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the
Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization
of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of
any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity
for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated
or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed
an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv)
made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without
limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and
its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed
to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

 

(mm)           Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the
Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions
where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines issued, administered or enforced by any governmental agency having jurisdiction over the Company
(collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.

 

(nn)             No
Conflicts with Sanctions Laws.
Neither the Company nor any of its subsidiaries, directors or officers, nor, to the
knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company
or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S.
government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially
designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the
European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively,
“Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or
territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria
and Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of
the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at
the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of
or business in any Sanctioned Country or (iii) in any other manner that would reasonably be expected to result in a violation
by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise)
of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now
knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was
the subject or the target of Sanctions or with any Sanctioned Country.

 

 

(oo)            
No Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under
any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any
other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans
or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the
Company or any other subsidiary of the Company.

 

(pp)            
No Broker’s Fees. Except as disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company
nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or
like payment in connection with the offering and sale of the Shares.

 

(qq)           
No Registration Rights. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under
the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares,
other than rights that have been validly waived.

 

(rr)              
No Stabilization. Neither the Company nor any of its subsidiaries or affiliates has taken, directly or indirectly,
any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price
of the Shares.

 

(ss)             
Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by
the Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

 

(tt)               Forward-Looking
Statements.
No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or
the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The
forward-looking statements and financial information (including the assumptions described herein) included in the
Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Financial
projections” or incorporated by reference therein from the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019 and Quarterly Reports on Form 10-Q for the periods ended on March 31, 2020, June 30, 2020 and
September 30, 2020 (in each case under the heading “Management’s discussion and analysis of financial condition
and results of operations”) (collectively, the “Projections”) (i) are within the coverage of the safe
harbor for forward looking statements set forth in Section 27A of the Securities Act, Rule 175(b) under the Securities Act or
Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company with a reasonable basis and in good faith and
reflect the Company’s good faith best estimate of the matters described therein, and (iii) have been prepared in
accordance with Item 10 of Regulation S-K under the Securities Act; and all assumptions material to the Projections are set
forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; the assumptions used in the
preparation of the Projections are reasonable; and none of the Company or its subsidiaries are aware of any business,
economic or industry developments materially inconsistent with the assumptions underlying the Projections.

 

 

(uu)           
Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe
that the statistical and market-related data included or incorporated by reference in each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

 

(vv)            
Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company,
any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley
Act of 2002, as amended and the rules and regulations promulgated in connection therewith that are applicable to the Company as
of the date hereof and as of the Closing Date, including Section 402 related to loans and Sections 302 and 906 related to certifications.

 

(ww)           
Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment
thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the
meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible
issuer,” as defined in Rule 405 under the Securities Act.

 

(xx)             
No Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred
stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical
rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act.

 

(yy)            
No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer
or sale of any securities that would be integrated with the offer and sale of the Shares contemplated by this Agreement pursuant
to the Securities Act or the interpretations thereof by the Commission.

 

(zz)               Data
Privacy
. The Company and its subsidiaries are, and during the past three years were, in material compliance with all
applicable data privacy and security laws and regulations, including without limitation the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), as amended by the Health Information
Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); and the Company and its subsidiaries have
taken reasonable actions to prepare to comply with the European Union General Data Protection Regulation (“GDPR”)
(EU 2016/679) and all other applicable data privacy and security laws and regulations that are effective as of the date
hereof and for which any non-compliance with same would be reasonably likely to create a material liability (collectively,
the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place
policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and
analysis of Personal Data (the “Policies”) and take appropriate steps reasonably designed to ensure compliance in
all material respects with such Policies. At all times since inception, where required by applicable Privacy Laws, the
Company has provided accurate notice of its Policies then in effect to its customers, employees, third-party vendors and
representatives. Each of the Company’s notices regarding the Company’s Policies (i) provides accurate and
sufficient notice of the Company’s then-current privacy practices relating to its subject matter; and (ii) does not
contain any material omissions of the Company’s then-current privacy practices relating to its subject matter.
“Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address,
photograph, social security number or tax identification number, driver’s license number, passport number, credit card
number, bank information, or customer or account number; (ii) any information which would qualify as “personally
identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as
defined by HIPAA; (iv) “personal data” as defined by GDPR; and (v) any other piece of information that identifies
such natural person, or his or her family, or identifies a specific person’s health condition or sexual orientation.
The Company further certifies that neither it nor any subsidiary: (i) has received notice of any actual or alleged violation
of any of the Privacy Laws; or (iii) is a party to any order, decree, or settlement agreement that imposes any obligation or
liability under any Privacy Law.

 

 

(aaa)           
IT Systems. The Company and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,
and operate and perform in all material respects as required in connection with the operation of the business of the Company and
its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware
and other corruptants. The Company and its subsidiaries have at all times during the past three years implemented and maintained
all reasonably necessary controls, policies, procedures, and safeguards to maintain and protect their confidential information
and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all Personal Data, sensitive,
confidential or regulated data (“Confidential Data”)) used in connection with their businesses, and, to the Company’s
knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that
have been remedied without material cost or liability or the duty to notify any other person.

 

4.                  
Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

 

(a)               
Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified
by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent
required by Rule 433 under the Securities Act; the Company will file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the
offering or sale of the Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to
the extent not previously delivered) to the Underwriters in New York City prior to 5:00 P.M., New York City time, on the business
day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. The Company will
pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act (without
giving effect to the proviso therein) and in any event prior to the Closing Date.

 

(b)                Delivery
of Copies.
The Company will deliver, without charge and upon the written request of the Representatives, (i) to the
Representatives, three signed copies of the Registration Statement as originally filed and each amendment thereto, in each
case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each
Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without
exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all
amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As
used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public
offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by
law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the
Shares by any Underwriter or dealer.

 

 

(c)               
Amendments or Supplements, Issuer Free Writing Prospectuses. Before making preparing, using, authorizing, approving,
referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement,
the Pricing Disclosure Package or the Prospectus, whether before or after the time that the Registration Statement becomes effective,
the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus,
amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing
Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object in a timely manner.

 

(d)                Notice
to the Representatives.
The Company will advise the Representatives promptly, and confirm such advice in writing (which
confirmation may be delivered by e-mail), (i) when the Registration Statement has become effective (which obligation of the
Company to advise and confirm shall be deemed to have been satisfied when the Notice of Effectiveness has been filed on the
Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) or any successor system
thereto); (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any
supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, or any Written
Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the
Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of
any comments from the Commission relating to the Registration Statement or any other request by the Commission for any
additional information including, but not limited to, any request for information concerning any Testing-the-Waters
Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order
suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus,
any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or
threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any
event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure
Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented
would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such
Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;
(vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the
Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable
best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing
or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written
Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will
use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

 

 

(e)               
Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition
shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing
when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to
comply with applicable law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph
(c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such
amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein)
as may be necessary so that the statements in the Prospectus as so amended or supplemented (or any document to be filed with the
Commission and incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered
to a purchaser, be misleading or so that the Prospectus will comply with applicable law and (2) if at any time prior to the Closing
Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then
amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to
a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable
law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file
with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate
such amendments or supplements to the Pricing Disclosure Package (or any document to be filed with the Commission and incorporated
by reference therein) as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented
will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading
or so that the Pricing Disclosure Package will comply with applicable law.

 

(f)                
Blue Sky Compliance. If required by applicable law, the Company will qualify the Shares for offer and sale under
the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications
in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify
as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be
required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to
taxation in any such jurisdiction if it is not otherwise so subject.

 

(g)               
Earning Statement. The Company will make generally available to its security holders and the Representatives as soon
as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring
after the “effective date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be
deemed to have satisfied such requirement to the extent such information is filed on EDGAR or any successor system.

 

 

(h)               
Clear Market. For a period of 90 days after the date of the Prospectus (the “Restricted Period”), the
Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with
the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible
into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition
or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives,
other than (A) the Shares to be sold hereunder, (B) any shares of Common Stock of the Company issued upon the exercise of options
or the vesting of restricted stock units granted under Company Stock Plans, (C) any shares of Common Stock issued upon exercise
of any warrant outstanding as of the date of this Agreement, (D) up to 5% of the total number of outstanding shares of Stock immediately
following the issuance of the Shares, issued by the Company in connection with mergers, acquisitions or commercial or strategic
transactions (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements or
intellectual property licenses) provided that the recipient execute a lock-up agreement for the Restricted Period in the form of
Exhibit A hereto and (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating
to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

 

(i)                
Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares in all material respects as
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds.”

 

(j)                
No Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, without
giving effect to activities by the Underwriters, any action designed to or that would reasonably be expected to cause or result
in any stabilization or manipulation of the price of the Stock.

 

(k)               
Exchange Listing. The Company will use its best efforts to list, subject to notice of issuance, the Shares on the
Nasdaq Global Market (the “Exchange”).

 

(l)                
Reports. For a period of two years from the date of this Agreement, so long as the Shares are outstanding, the Company
will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or
other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission
or any national securities exchange or automatic quotation system; provided that the Company will be deemed to have furnished
such reports and financial statements to the Representatives to the extent they are filed on EDGAR or any successor system.

 

(m)             
Record Retention. During a period of two years from the date of this Agreement, the Company will, pursuant to reasonable
procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission
in accordance with Rule 433 under the Securities Act.

 

(n)                Emerging
Growth Company
. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth
Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities
Act and (ii) completion of the Restricted Period.

 

 

5.                  
Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

 

(a)               
It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize
use of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under
the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated
by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus
that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included
(including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus,
(ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including
any electronic road show approved in advance by the Company), or (iii) any free writing prospectus prepared by such Underwriter
and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter
Free Writing Prospectus”).

 

(b)               
It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains
the final terms of the offering of the Shares unless such terms have previously been included in a free writing prospectus filed
with the Commission; provided that the Underwriters may use a term sheet substantially in the form of Annex B hereto without
the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide
a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

 

(c)               
It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will
promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

 

6.                  
Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares
on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the
performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

 

(a)               
Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall
be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or
threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission
under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities
Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been
complied with to the reasonable satisfaction of the Representatives.

 

(b)               
Representations and Warranties. The representations and warranties of the Company contained herein shall be true
and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be, and the statements
of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and
as of the Closing Date or the Additional Closing Date, as the case may be.

 

 

(c)               
No Material Adverse Change. No event or condition of a type described in Section 3(i) hereof shall have occurred
or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement
thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives
makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional
Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package
and the Prospectus.

 

(d)               
Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional
Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one
additional senior executive officer of the Company who is reasonably satisfactory to the Representatives on behalf of the Company
and not in their individual capacities (i) confirming that such officers have carefully reviewed the Registration Statement, the
Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Sections
3(b) and 3(f) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this
Agreement are true and correct and that the Company has complied in all material respects with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as
the case may be, and (iii) to the effect set forth in paragraphs (a), (b) and (c) above.

 

(e)               
Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case
may be, Ernst & Young LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective
dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives,
containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information contained or incorporated by reference in each of the
Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date
or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior
to such Closing Date or such Additional Closing Date, as the case may be

 

(f)                
Opinions and 10b-5 Statements of Counsel for the Company. (i) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and
10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Representatives and (ii) Wolf, Greenfield & Sacks, P.C., intellectual
property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion
and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Representatives.

 

(g)               
Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of
the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters,
of Ropes & Gray LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request,
and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon
such matters.

 

 

(h)               
No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the
Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction
or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing
Date, as the case may be, prevent the issuance or sale of the Shares.

 

(i)                
Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date,
as the case may be, reasonably satisfactory evidence of the good standing of the Company and its subsidiaries in their respective
jurisdictions of organization and their qualification to do business in such other jurisdictions in which the Company’s or
any of its subsidiaries’ ownership or lease of property or the conduct of its business requires such qualification, as the
Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate
governmental authorities of such jurisdictions.

 

(j)                
Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, are listed on the
Exchange.

 

(k)               
Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between
you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares
of Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing
Date or Additional Closing Date, as the case may be.

 

(l)                
Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company
shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

 

All opinions, letters, certificates and
evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Underwriters.

 

7.                  
Indemnification and Contribution.

 

(a)                Indemnification
of the Underwriters.
The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and
officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without
limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or
any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the
statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any
“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written
Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road
show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended),
or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to
the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of the information described as such in
subsection (b) below.

 

 

(b)               
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set
forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly
for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any
Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including
any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information
furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the
concession figures appearing in the fifth paragraph under the caption “Underwriting” and the information relating to
stabilizing transactions and passive market making contained in the fourteenth and eighteenth paragraphs under the caption “Underwriting.”

 

(c)                Notice
and Procedures.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom
such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above
except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by
such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it
from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such
proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person
thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not,
without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate in such proceeding
and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented
fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that
are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such reasonable and documented fees and expenses shall be
paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers
and any control persons of such Underwriter shall be designated in writing by Goldman Sachs & Co. LLC, SVB Leerink LLC
and Cowen and Company, LLC and any such separate firm for the Company, its directors, its officers who signed the
Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for reasonable and documented fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not
have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying
Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the
subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any Indemnified Person.

 

 

(d)               
Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified
Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person
under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company, on the one hand, and the Underwriters on the other, from the offering
of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand,
and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one
hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (after deducting
underwriting discounts and commissions but before deducting expenses) received by the Company from the sale of the Shares and the
total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in
the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company,
on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

 

(e)                Limitation
on Liability.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to
paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any
reasonable and documented legal or other expenses incurred by such Indemnified Person in connection with any such action or
claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute
any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter
with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute
pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not
joint.

 

 

(f)                
Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity.

 

8.                  
Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

 

9.                  
Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the
Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option
Shares, prior to the Additional Closing Date, (i) trading generally shall have been suspended or materially limited on or by any
of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall
have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities
shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that,
in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering,
sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the
manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

 

10.              
Defaulting Underwriter.

 

(a)                If,
on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to
purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their
discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in
this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange
for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure
other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other
persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting
Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five
full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the
Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and
the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that
effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this
Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section
10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

 

 

(b)               
If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by
the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain
unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate
number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter
to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s
pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made.

 

(c)               
If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by
the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain
unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount
of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this
Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional
Closing Date shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement
pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be
liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall
not terminate and shall remain in effect.

 

(d)               
Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting
Underwriter for damages caused by its default.

 

11.              
Payment of Expenses.

 

(a)                Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay
or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without
limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any
taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities
Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure
Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof;
(iii)  the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and
expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the
Shares under the state or foreign securities laws of such jurisdictions as the Representatives may reasonably designate and
the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of
counsel for the Underwriters), provided that the amount payable by the Company pursuant to clause (iv) shall not exceed
$10,000; (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any
registrar; (vii) all reasonable and documented expenses and application fees incurred in connection with any filing with, and
clearance of the offering by, FINRA, including the related reasonable and documented fees and expenses of counsel for the
Underwriters, provided that the amount payable by the Company with respect to such fees and expenses of counsel pursuant to
this clause (vii) shall not exceed $30,000; (viii) all expenses incurred by the Company in connection with any “road
show” presentation to potential investors (except it is understood that the Underwriters shall pay 50% of the cost of
any chartered aircraft and other transportation chartered in connection with any “road show” and all of the
travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any
“road show”); and (x) all expenses and application fees related to the listing of the Shares on the Exchange.

 

 

(b)               
If (i) this Agreement is terminated on or prior to the Closing Date pursuant to Section 9, (ii) the Company for any reason
fails to tender the Shares for delivery to the Underwriters on the Closing Date (other than by reason of a default by any Underwriter)
or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement on the Closing Date, the
Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees
and expenses of their counsel) incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby;
provided, however, that in the event any such termination is effected after the Closing Date but prior to any Additional Closing
Date with respect to the purchase of any Option Shares, the Company shall only reimburse the Underwriters for all reasonable out-of-pocket
costs and expenses (including the reasonable fees and expenses of their counsel) incurred by the Underwriters after the Closing
Date in connection with the proposed purchase of any such Option Shares; and provided, further, that the Company shall not pay
or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to purchase the Shares.

 

12.              
Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates
of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No
purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

 

13.              
Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company
and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement
or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full
force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the
Underwriters.

 

14.              
Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”
has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than
a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary” has the meaning
set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth
in Rule 1-02 of Regulation S-X under the Exchange Act.

 

15.              
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies
their respective clients, including the Company, which information may include the name and address of their respective clients,
as well as other information that will allow the Underwriters to properly identify their respective clients.

 

16.              
Miscellaneous.

 

(a)               
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given
to the Representatives c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration
Department; c/o SVB Leerink LLC, 1301 Avenue of the Americas, New York, NY, 10019, attention of Stuart R. Nayman, Esq. (facsimile:
646-499-7051); and c/o Cowen and Company, LLC, 599 Lexington Avenue, 27th Floor, New York, NY 10022 (facsimile: 646-562-1269),
and in each case, with a copy (which copy shall not constitute notice) to Ropes & Gray LLP, Prudential Tower, 800 Boylston
Street, Boston, Massachusetts 02199 (facsimile: (617) 235-0392), Attention: Patrick O’Brien, Esq. and Michael S. Pilo, Esq.
Notices to the Company shall be given to it at Quanterix Corporation, 900 Middlesex Turnpike, Billerica, MA 01821; Attention:
Chief Financial Officer (email: achaubal@quanterix.com, jfry@quanterix.com and bkeane@quanterix.com), with a copy (which
copy shall not constitute notice) to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111,
Attention: William T. Whelan, Esq. and Megan N. Gates, Esq., Fax: (617) 542-2241, Email: wtwhelan@mintz.com and mngates@mintz.com.

 

 

(b)      
Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall
be governed by and construed in accordance with the laws of the State of New York.

 

(c)       Waiver
of Jury Trial.
Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of
or relating to this Agreement.

 

(d)       Recognition
of the U.S. Special Resolution Regimes
.

 

(i) In the event that any Underwriter
that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter
of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed
by the laws of the United States or a state of the United States.

 

(ii) In the event that any Underwriter
that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no
greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a state of the United States.

 

As used in this Section 16(d):

 

“BHC Act Affiliate” has
the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

“Covered Entity” means
any of the following:

 

(i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

 

“Default Right” has the
meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.

 

“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

(e)       Counterparts.
This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute one and the same instrument.

 

(f)       Amendments
or Waivers.
No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom,
shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

 

(f)       Execution.
This Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purpose.

 

(g)       Headings.
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

 

[Signature Page Follows]

 

 

EXECUTION VERSION

 

If the foregoing is in accordance with your
understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

 

  Very truly yours,
   
  QUANTERIX CORPORATION
   
  By: /s/ Amol Chaubal
    Name: Amol Chaubal
    Title: Chief Financial Officer

 

Accepted: As of the date first written above

 

GOLDMAN SACHS & CO. LLC
SVB LEERINK LLC
COWEN AND COMPANY, LLC

 

For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

 

GOLDMAN SACHS & CO. LLC

 

By: /s/ Bartosz Ostenda  
  Authorized Signatory  

 

SVB LEERINK LLC

 

By: /s/ Ryan Lindquist  
  Authorized Signatory  

 

COWEN AND COMPANY, LLC

 

By: /s/ Jamie Streator  
  Authorized Signatory  

 

 

Schedule 1

 

Underwriter   Number of Shares  
Goldman Sachs & Co. LLC     1,428,571  
SVB Leerink LLC     1,035,714  
Cowen and Company, LLC     875,000  
Canaccord Genuity LLC     232,143  
         
Total     3,571,428  

 

 

Schedule 2

 

Aushon Biosystems, Inc.

Quanterix Security Corporation

Quanterix Netherlands B.V.

UmanDiagnostics AB

Quanterix Holdings (Hong Kong) Limited

Quanterix Bio-tech (Shanghai) Co., Ltd.

 

 

Annex A

a.       Free Writing
Prospectuses

 

None.

 

b. Pricing Information Provided Orally by Underwriters

 

Public Offering Price: $70.00 per Share

 

Number of Underwritten Shares: 3,571,428

 

Number of Option Shares: 535,714

 

 

Annex B

 

QUANTERIX CORPORATION

 

Pricing Term Sheet

None.

 

 

Exhibit A

 

FORM OF LOCK-UP AGREEMENT

 

                February      ,
2021

 

GOLDMAN SACHS & CO. LLC

LEERINK PARTNERS LLC

COWEN AND COMPANY, LLC

 

as
Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below

 

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

 

c/o Leerink Partners LLC
299 Park Avenue, 21st floor
New York, NY 10171

 

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

 

Re:   Quanterix Corporation — Public
Offering

 

Ladies and Gentlemen:

 

The undersigned understands that you, as
Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”)
with Quanterix Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public
Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”),
of common stock, $0.001 par value per share, of the Company (the “Securities”). Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Underwriting Agreement.

 

 

In consideration of the
Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent
of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of
this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the final prospectus
supplement (the “Prospectus”) relating to the Public Offering (the “Restricted Period”), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock, $0.001 par value per share, of the Company (the “Common Stock”) or any securities convertible into or
exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may
be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and
Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or
warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such
other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the
registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.
The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the undersigned’s
shares of Common Stock or any security convertible into Common Stock even if such shares of Common Stock or any security
convertible into Common Stock would be disposed of by someone other than the undersigned. The foregoing shall not apply
to:

 

(A)             
the Securities to be sold by the undersigned, if any, pursuant to the Underwriting Agreement;

 

(B)             
transfers of shares of Common Stock as a bona fide gift or gifts or to a trust the beneficiaries of which are exclusively
the undersigned or members of the undersigned’s immediate family, or by will or intestate succession upon the death of the
undersigned;

 

(C)             
if the undersigned is a corporation, partnership, limited liability company or other business entity, distributions of shares
of Common Stock to members or stockholders of the undersigned;

 

(D)             
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made
by the undersigned to another corporation, partnership, limited liability company or other business entity so long as the transferee
controls, is controlled by or is under common control with the undersigned and such transfer is not for value;

 

(E)              
transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock
acquired by the undersigned in the Public Offering or in open market transactions after completion of the Public Offering;

 

(F)              
the entry into any trading plan providing for the sale of Common Stock by the undersigned, which trading plan (a “10b5-1
Plan”) meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Restricted
Period and no filing under Section 16(a) of the Exchange Act or other public announcement is voluntarily made or required regarding
such plan during the Restricted Period;  

 

(G)             
any transfers or dispositions made by or on behalf of the undersigned solely to satisfy tax withholding obligations pursuant
to the Company’s equity incentive plans or arrangements disclosed in the Prospectus, provided that no filing under Section
16(a) of the Exchange Act or other public announcement is voluntarily made regarding such transfers during the Restricted Period,
and provided, further, that any filing required under Section 16(a) of the Exchange Act shall clearly indicate in the codes and
footnotes thereto that any such disposition of shares was made solely to satisfy the undersigned’s tax withholding obligations;

 

(H)             
any transfers made by the undersigned by operation of law, such as pursuant to a qualified domestic order or in connection
with a divorce settlement;

 

 

(I)                
to the Company pursuant to agreements under which the Company has the option to repurchase shares or shares are forfeited
upon termination of service of the undersigned[; and]

 

(J)                
dispositions solely in connection with the “cashless” exercise of stock options or warrants to acquire shares
of Common Stock described in the Prospectus or issued pursuant to an equity plan or arrangement described in the Prospectus (the
term “cashless” exercise being intended to include the sale of a portion of the shares issuable upon exercise of the
stock options or warrants or previously owned shares to the Company to cover payment of the exercise price) for the purpose of
exercising such stock options or warrants, in any event, solely if such stock options or warrants would otherwise expire, provided
that any shares of Common Stock received upon such exercise shall be subject to all of the restrictions set forth in this Letter
Agreement and provided, further, that any filing required under Section 16(a) of the Exchange Act shall clearly indicate in the
codes and footnotes thereto that any disposition of shares in connection with a “cashless” exercise was made solely
to the Company;[ and]

 

(K)             
[transfers of up to [    ] shares of Common Stock by the undersigned pursuant a 10b5-1 Plan established prior to the date
hereof, which 10b5-1 Plan shall not be amended during the Restricted Period but may be terminated during the Restricted Period,
provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made
by or on behalf of the undersigned or the Company regarding sales made under the undersigned’s 10b5-1 Plan, such announcement
or filing shall include a statement to the effect that such sales of Common Stock are being made pursuant to the undersigned’s
10b5-1 Plan established prior to the date hereof;]1
[and]

 

(L)              
[distributions by funds affiliated with one of our institutional shareholders to their limited partners of up to 850,000
shares of common stock, starting 30 days after the date of this prospectus supplement];2

 

provided, that, in the case of any
transfer or distribution pursuant to clause (B), (C), (D) or (H), each donee, distributee or transferee, as applicable, shall execute
and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; and provided, further,
that in the case of any transfer or distribution pursuant to clause (B), (C), (D) or (E), no filing by any party (donor, donee,
transferor or transferee) under the Exchange Act, or other public announcement reporting a reduction in beneficial ownership shall
be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5, Schedule
13G (or Schedule 13G/A) or Schedule 13F made after the expiration of the Restricted Period referred to above). For purposes of
this Letter Agreement, “immediate family” means any relationship by blood, marriage or adoption, not more remote than
first cousin. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions
shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.

 

In furtherance of the foregoing, the Company
and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized
to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

 

The undersigned hereby represents and
warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.

 

 

1
NTD: Included in D. Duffy’s and K. Hrusovsky’s lock-up agreements.

 

2
NTD: Included in lockup for ARCH Venture Partners and affiliated funds.

 

 

Notwithstanding anything to the contrary
contained herein, if (i) the Representatives, on behalf of the Underwriters, on the one hand, or the Company, on the other hand,
advises the other in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with
the Public Offering, (ii) the Company files an application with the Commission to withdraw the registration statement relating
to the Public Offering, (iii) the Underwriting Agreement does not become effective by February 17, 2021, or (iv) the Underwriting
Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and
delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement.
The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering
in reliance upon this Letter Agreement.

 

This Letter Agreement and any claim, controversy
or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of laws principles thereof.

 

 

[Signature Page Follows]

 

 

Very truly yours,

 

If an individual, please sign here:

 

  Signature:  
     
  Print Name:  

 

If a corporation, a limited partnership
or other legal entity, please sign here:

 

 

  By:  
  Name:  
  Title:  

 

 

 

Exhibit 5.1

 

  One Financial Center
Boston, MA 02111
617 542 6000
mintz.com

 

February 3, 2021

 

Quanterix Corporation

900 Middlesex Turnpike

Billerica, MA 01821

 

Ladies and Gentlemen:

 

We have acted as legal counsel to
Quanterix Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with
the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement, dated February 3, 2021 (the
“Prospectus Supplement”), to a Registration Statement (File No. 333-249925) on Form S-3ASR (the
“Registration Statement”), filed by the Company with the Commission under the Securities Act of 1933, as amended
(the “Securities Act”). The Prospectus Supplement relates to the sale of an aggregate of 4,107,142 shares (the
“Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”),
including 535,714 shares that may be sold pursuant to the underwriters’ option to purchase additional shares, to
Goldman Sachs & Co. LLC, SVB Leerink LLC and Cowen and Company, LLC, as representatives of the underwriters (the
“Underwriters”), pursuant to an Underwriting Agreement dated February 3, 2021 between the Company and the
Underwriters (the “Underwriting Agreement”). The Underwriting Agreement will be filed as an exhibit to a Current
Report on Form 8-K. This opinion is being rendered in connection with the filing of the Prospectus Supplement with the
Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in
the Registration Statement.

 

In connection with this opinion, we have
examined the Company’s Amended and Restated Certificate of Incorporation and Restated Bylaws, each as currently in effect,
the Registration Statement and the exhibits thereto, the Prospectus Supplement and the Underwriting Agreement and such other records
of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant.

 

In our examination, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth
and correctness of any representations and warranties contained therein.

 

Our opinion expressed herein is limited to the General Corporation
Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed
herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

  

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

 

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND
POPEO, P.C.

 

 

MINTZ

 

February 3, 2021
Page
2

 

  

Please note that we are opining only as to
the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently
existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any
of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

Based upon the foregoing, we are of the opinion
that the Shares, when issued and sold in accordance with the Underwriting Agreement and the Prospectus Supplement, will be validly
issued, fully paid and non-assessable.

 

We understand that you wish to file this
opinion with the Commission as an exhibit to a Current Report on Form 8-K for incorporation by reference into the Registration
Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to reference
the firm’s name under the caption “Legal Matters” in the Prospectus Supplement, and we hereby consent thereto.
In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

  Very truly yours,
   
  /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 

 

 

Exhibit 99.1

 

Quanterix Prices Public Offering of Common
Stock

 

BILLERICA, Mass. (BUSINESS WIRE) — February 4, 2021
— Quanterix Corporation (Nasdaq: QTRX), a company digitizing biomarker analysis to advance the science of
precision health, today announced the pricing of its previously announced underwritten public offering of 3,571,428 shares of
its common stock at a public offering price of $70.00 per share. All of the shares in the offering will be sold by
Quanterix. Gross proceeds from the sale of the shares, before deducting underwriting discounts and commissions and offering
expenses, are expected to be approximately $235.0 million. Quanterix has also granted the underwriters a 30-day
option to purchase up to an additional 535,714 shares of common stock on the same terms and conditions.

 

The offering is expected to close on or about February 8,
2021, subject to customary closing conditions.

 

Goldman Sachs & Co. LLC, SVB Leerink LLC and Cowen and Company,
LLC are acting as joint bookrunning managers for the offering. Canaccord Genuity LLC is acting as lead manager for the offering.

 

The public offering is being made pursuant to a shelf
registration statement on Form S-3ASR (File No. 333-249925) previously filed with the Securities and Exchange Commission
(“SEC”) on November 6, 2020, which automatically became effective upon filing. A preliminary prospectus
supplement and accompanying base prospectus relating to and describing the terms of the offering has been filed with the SEC
and is available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and
the accompanying prospectus relating to this offering, when available, can be obtained from Goldman Sachs & Co. LLC, 200
West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471-2526 or by e-mail at
prospectus-ny@ny.email.gs.com, from SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston,
MA, 02110, by telephone at (800) 808-7525, ext. 6105 or by e-mail at syndicate@svbleerink.com, or Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by telephone
at (833) 297-2926 or by email at PostSaleManualRequests@broadridge.com.

 

This press release shall not constitute an offer to sell, or
a solicitation of an offer to buy, nor will there be any sale of these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such
state or other jurisdiction.

 

About Quanterix

 

Quanterix is a company that’s digitizing biomarker analysis
with the goal of advancing the science of precision health. The company’s digital health solution, Simoa, has the potential
to change the way in which healthcare is provided today by giving researchers the ability to closely examine the continuum from
health to disease. Quanterix’ technology is designed to enable much earlier disease detection, better prognoses and enhanced
treatment methods to improve the quality of life and longevity of the population for generations to come. The technology is currently
being used for research applications in several therapeutic areas, including oncology, neurology, cardiology, inflammation and
infectious disease. The company was established in 2007 and is located in Billerica, Massachusetts.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. The words “may,” “will,” “
could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “target” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking
statements include statements regarding the completion of the proposed public offering. These statements are subject to
various risks and uncertainties, actual results could differ materially from those projected and Quanterix cautions investors
not to place undue reliance on the forward-looking statements in this press release. These risks and uncertainties include,
without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions
related to the public offering. There can be no assurance that Quanterix will be able to complete the public offering on the
anticipated terms, or at all. Any forward-looking statements in this press release are based on management’s current
expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual
events or results to differ materially from those expressed or implied by any forward-looking statements contained in this
press release, including, without limitation, the risks and uncertainties described in the section entitled “Risk
Factors” in Quanterix’ preliminary prospectus supplement related to the proposed offering filed with the SEC on
February 3, 2021, Quanterix’ most recent Annual Report on Form 10-K filed with the SEC, Quanterix’
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 3030 filed with the
SEC, and in other filings Quanterix makes with the SEC from time to time. Quanterix undertakes no obligation to update the
information contained in this press release to reflect subsequently occurring events or circumstances. 

 

Quanterix IR Contact:

Amol Chaubal, CFO, 617-301-9495

achaubal@quanterix.com

 

Quanterix PR Contact:

PAN Communications

Staci Didner, 617-502-4300

quanterix@pancomm.com

 

 



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