Biocept Inc Sample Contracts

SERIES B COMMON STOCK PURCHASE WARRANT
Biocept Inc • March 18th, 2019 • Services-medical laboratories

THIS SERIES B COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 19, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to __,___,___ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 30th, 2017 • Biocept Inc • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2017, between Biocept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

UNDERWRITING AGREEMENT between BIOCEPT, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • February 6th, 2015 • Biocept Inc • Services-medical laboratories • New York

The undersigned, Biocept, Inc. a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Biocept, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

PRE-FUNDED COMMON STOCK PURCHASE WARRANT
Biocept Inc • November 8th, 2019 • Services-medical laboratories • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT
Biocept Inc • August 10th, 2017 • Services-medical laboratories • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ally Bridge LB Healthcare Master Fund Limited or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 9, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to 1,434,639 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 11th, 2019 • Biocept Inc • Services-medical laboratories • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2020 • Biocept Inc • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 14, 2020, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Controlled Equity OfferingSM Sales Agreement
Sales Agreement • May 13th, 2021 • Biocept Inc • Services-medical laboratories • New York

Biocept, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT
Common Stock Warrant Agreement • April 24th, 2020 • Biocept Inc • Services-medical laboratories • New York

Common Stock Warrant Agreement (this “Agreement”), dated as of between Biocept, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

Biocept, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of August __, 2018
Warrant Agency Agreement • July 11th, 2018 • Biocept Inc • Services-medical laboratories • New York
AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [__], 20___
Preferred Stock Warrant Agreement • April 24th, 2020 • Biocept Inc • Services-medical laboratories • New York

Preferred Stock Warrant Agreement (this “Agreement”), dated as of between Biocept, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

Contract
Biocept Inc • May 6th, 2014 • Services-medical laboratories • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

BIOCEPT, INC. [●] Shares of Common Stock Warrants to Purchase up to [●] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 12th, 2016 • Biocept Inc • Services-medical laboratories • New York

Biocept, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”) (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional (i) [●] shares of Common Stock (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to an aggregate of [●] shares of Common Stock (the “Option Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”

INDEMNITY AGREEMENT
Indemnity Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 is made by and between BIOCEPT, INC., a California corporation (the “Company”), and (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT BIOCEPT, INC.
Biocept Inc • January 9th, 2020 • Services-medical laboratories

THIS COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 66-month anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to __,___,___ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 6th, 2014 • Biocept Inc • Services-medical laboratories

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and BIOCEPT, INC., a Delaware corporation with an office at 5810 Nancy Ridge Drive, San Diego, California 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • Delaware

This Indemnification Agreement (this “Agreement”), dated [DATE], is by and between Biocept, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2015 • Biocept Inc • Services-medical laboratories • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2015, by and between BIOCEPT, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...
Biocept Inc • November 20th, 2013 • Services-medical laboratories • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 30th, 2017 • Biocept Inc • Services-medical laboratories • New York
Biocept, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of August 13, 2018
Warrant Agency Agreement • August 13th, 2018 • Biocept Inc • Services-medical laboratories • New York

WARRANT AGENCY AGREEMENT, dated as of August 13, 2018 (“Agreement”), between Biocept, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [__], 20___
Securities Warrant Agreement • April 24th, 2020 • Biocept Inc • Services-medical laboratories • New York

Debt Securities Warrant Agreement (this “Agreement”), dated as of between Biocept, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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BIOCEPT, INC.
Dealer-Manager Agreement • July 11th, 2018 • Biocept Inc • Services-medical laboratories • New York
BIOCEPT, INC. UNDERWRITING AGREEMENT
Biocept Inc • November 15th, 2019 • Services-medical laboratories • New York
SERIES C COMMON STOCK PURCHASE WARRANT
Biocept Inc • May 29th, 2019 • Services-medical laboratories

THIS SERIES C COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [December 2], 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to __,___,___ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

•] Shares of Common Stock (or Pre-Funded Warrants to Purchase [•] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [•] Shares of Common Stock BIOCEPT, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 23rd, 2023 • Biocept Inc • Services-medical laboratories • New York

Biocept, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which EF Hutton, division of Benchmark Investments, LLC is acting as representative (the “Representative”) (i) an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [•] shares of Common Stock (the “Option Shares” and,

Mr. Michael W. Nall
Biocept Inc • April 15th, 2020 • Services-medical laboratories • New York
BIOCEPT, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of _______, 20__ Debt Securities
Biocept Inc • May 13th, 2015 • Services-medical laboratories • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 6th, 2017 • Biocept Inc • Services-medical laboratories • New York

This letter (this “Agreement”) constitutes the agreement between Biocept, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 24th, 2018 • Biocept Inc • Services-medical laboratories • New York
EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Biocept, Inc., a Delaware corporation (the “Company”), and Michael W. Nall (“Executive”), and shall be effective as of August 26, 2013 (the “Effective Date”).

BIOCEPT, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities
Biocept Inc • April 24th, 2020 • Services-medical laboratories • New York
Contract
Common Stock Purchase Warrant • January 22nd, 2018 • Biocept Inc • Services-medical laboratories • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING DECEMBER 5, 2017 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

BIOCEPT, INC.
Biocept Inc • April 17th, 2023 • Services-medical laboratories

Biocept, Inc. (the “Company”) is pleased to offer you at-will employment in the position of Chief Legal and Compliance Officer (“CLO”) on the terms and conditions set forth in this letter agreement (the “Agreement”).

SERIES 1 COMMON STOCK PURCHASE WARRANT
Biocept Inc • July 11th, 2018 • Services-medical laboratories • New York

THIS SERIES 1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e

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