Form of Equity Purchase Agreement, by and among the Company and the Management Investors, dated as of March 7, 2022

This Equity Purchase Agreement (the “Agreement”) is made as of March 7, 2022 by and between Luna Innovations Incorporated, a Delaware corporation (the “Seller”) and _________ (“Purchaser”). In consideration of the mutual promises contained herein, the parties agree as follows.

1.Purchase and Sale of Equity.

(a)Purchase and Sale. Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to Purchaser, the number of Class B Common Units (the “Units”) of Luna Labs LLC (the “Luna Labs”) set forth on the Purchaser’s signature page hereto for the consideration, in the amount and in the form. set forth on the Purchaser’s signature page hereto.

(b)Operating Agreement. Concurrently with the Seller’s issuance of the Units to Purchaser, Purchaser shall execute a counterpart signature page, and become a party, to the Amended and Restated Limited Liability Company Operating Agreement of Luna Labs attached as Exhibit A to this Agreement (the “Operating Agreement”).

(c)Closing. The closing of the transactions contemplated by this Agreement, including payment for and delivery of the Units, will occur at the offices of the Seller immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree.

2.Seller Representations. In connection with its sale of the Units, the Seller represents to Purchaser the following:

3.Purchaser Representations. In connection with the purchase of the Units, Purchaser represents to the Seller the following:

not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Act”).

(k)If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units.  Purchaser’s subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of Purchaser’s jurisdiction.

4.Release and Waiver.

(a)In consideration of the Seller’s effecting the transactions contemplated by this Agreement and other good and valuable consideration, effective upon the closing of such transactions, Purchaser, on behalf of himself or herself and his or her respective successors and assigns, irrevocably and unconditionally forever discharges, acquits and releases the Seller and its officers, directors, employees, agents, attorneys, parents, subsidiaries, affiliates, partners, members, managers and joint venturers, and representatives of the foregoing (collectively, the “Releasees”) from all rights, claims, charges, costs, losses, complaints, obligations, promises, debts, expenses (including attorneys’ fees and costs actually incurred), liabilities, damages, actions, causes of action, controversies, suits, demands, orders, contracts, agreements and relationships, of whatever kind or nature, known or unknown, suspected or unsuspected, past, present or future, whether contractual or fiduciary, both at law and in equity (collectively, “Claims”); provided, however, that nothing in this release is intended, nor shall be construed, to release any Claims (i) based on or arising from willful misconduct or criminal activity by the Releasees, (ii) arising out of any agreement or transaction entered into by the parties after the date hereof, (iii) that are not releasable under applicable law, or (iv) arising out of the Releasees’ breach of this Agreement.

5.Miscellaneous.

(a)Distribution of M&T Loan Proceeds and Repayment of Debt Financed Distribution Note. Following the consummation of the transactions contemplated by this Agreement and in connection therewith, Luna Labs will borrow from M&T Bank $6,000,000 and immediately thereafter, Luna Labs shall distribute such debt proceeds to its members in accordance with such members’ respective equity capital investments, including amounts to (i) Management Members (as defined in the Operating Agreement) totaling $1,651,376.15 in the aggregate, (ii) Mereo Capital (as defined in the Operating Agreement) in the amount of $3,302,752.29 and (iii) Point Lookout (as defined in the Operating Agreement) in the amount of $825,688.07. Purchaser shall use his or her proceeds from such distribution to pay off in full the Debt Financed Distribution Note (as defined on the signature page below), and shall, promptly following receipt, pay over or cause to be paid over such amounts to the Seller in full satisfaction of the Debt Financed Distribution Note.

(b)Notices. All notices required or permitted hereunder will be in writing and will be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not sent during normal business hours of the recipient, then on the next business day; (iii) five calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the other party to this Agreement at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by 10 days’ advance written notice to the other party hereto.

(c)Successors and Assigns. This Agreement will inure to the benefit of the successors and assigns of the Seller and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The parties acknowledge that Luna Labs is a direct third party beneficiary of this Agreement.

(d)Attorneys’ Fees. The prevailing party in any suit or action hereunder will be entitled to recover from the losing party all costs incurred by it in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

(e)Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement will be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Seller’s principal place of business.

(f)Further Execution. The parties agree to take all such further actions as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

(g)Independent Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Seller by Cooley LLP, counsel to the Seller and that Cooley LLP does not represent, and is not acting on behalf of, Purchaser in any capacity. Purchaser has been provided with an opportunity to consult with his, her or its own counsel with respect to this Agreement.

(h)Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(i)Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of the Agreement will be interpreted as if such provision were so excluded and (iii) the balance of the Agreement will be enforceable in accordance with its terms.

(j)Counterparts. This Agreement (including any schedules and/or exhibits hereto or thereto) may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

The undersigned have executed this Equity Purchase Agreement as of the date first referenced above.

The undersigned have executed this Equity Purchase Agreement as of the date first referenced above.