Underwriting AgreementSingulex Inc • October 25th, 2012 • Services-medical laboratories • New York
Singulex, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I 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. Certai
SINGULEX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [·] by and between Singulex, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
ContractSingulex Inc • October 17th, 2012 • Services-medical laboratories • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii)AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • New York
SINGULEX, INC. 2012 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories • Delaware
Singulex, Inc., a Delaware corporation (the “Company”), pursuant to its 2012 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the “Optionee”), an option to purchase the number of shares of the common stock of the Company (“Shares”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Loan and Security Modification Agreement is entered into as of March 18, 2008, by and between Singulex, Inc. (the “Borrower”) and Bridge Bank, National Association (“Lender”).
SINGULEX, INC. BRIDGE BANK, N.A. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of May 15, 2007, by and between BRIDGE BANK, N.A. (“Bank”) and SINGULEX, INC. (“Borrower”).
WARRANT TO PURCHASE SECURITIES OF SINGULEX, INC. Void after September 1, 2016Singulex Inc • October 17th, 2012 • Services-medical laboratories • Missouri
This Warrant is issued to General Electric Capital Corporation, a Delaware corporation, or its registered assigns (the “Holder”) by Singulex, Inc., a Delaware corporation (the “Company”), on October 12, 2006 (the “Warrant Issue Date”) in connection with the Company and the Holder entering into that certain Master Security Agreement, dated as of September 14, 2006 (the “Security Agreement”).
WATERFRONT AT HARBOR BAY LEASE AGREEMENT between AMSTAR-105, LLC, as Landlord, and SINGULEX, INC., as TenantLease Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • California
THIS LEASE AGREEMENT (“Lease”) is entered into as of the Date, and by and between Landlord and Tenant, identified in Section 1.1 below.
WARRANT TO PURCHASE SECURITIES OF SINGULEX, INC. Void after April , 2014Singulex Inc • October 17th, 2012 • Services-medical laboratories • Missouri
This Warrant is issued to , or its registered assigns (the “Holder”) by Singulex, Inc., a Delaware corporation (the “Company”), on April , 2007 (the “Warrant Issue Date”) in connection with the issuance of the Convertible Promissory Note, dated as of the Warrant Issue Date, in the original stated principal amount of $ , by the Company to the Holder (the “Note”). The Note and the Convertible Promissory Note issued by the Company on the Warrant Issue Date to constitute a single series of Convertible Promissory Notes (collectively, the “Bridge Notes”). The Company hereby covenants that each warrant issued in connection with any such other Bridge Note shall be identical to this Warrant except as to the purchaser thereunder and the amount of the Company’s securities that is the subject of such warrant, provided that the amount of such securities is determined pursuant to a formula identical to the formula set forth in this Warrant.
SUPPLY and LICENSE AGREEMENTSupply and License Agreement • November 5th, 2012 • Singulex Inc • Services-medical laboratories • California
This Supply and License Agreement (the “AGREEMENT”) is by and between MOLECULAR PROBES, INC. (“MPI”), an Oregon corporation, with a principal business address at 29851 Willow Creek Road, Eugene, Oregon 97402, INVITROGEN IP HOLDINGS, INC., a Delaware corporation with offices at 1600 Faraday Avenue, Carlsbad, California 92008 (“IIPH”), and SINGULEX, INC. (“SINGULEX”), a Delaware corporation, with a principal business address at 4041 Forest Park Avenue, St. Louis, Missouri 63108, and is effective as of June 12, 2006 (the “EFFECTIVE DATE”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Loan and Security Modification Agreement is entered into as of July 29, 2009, by and between Singulex, Inc. (the “Borrower”) and Bridge Bank, National Association (“Lender”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
SINGULEX, INC. STOCK PURCHASE WARRANT NO. W-Singulex Inc • October 17th, 2012 • Services-medical laboratories • Delaware
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Bridge Loan Agreement, dated as of May 6, 2011 by and among the Holder, the Company and certain other investors set forth therein (the “Loan Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder. Unless otherwise defined herein, defined terms in this Warrant shall have the meanings ascribed to them in the Loan Agreement. If the Notes issued to the original Holder on the date hereof are converted into New Preferred Stock of the Company (as defined in the Loan Agreement), this Warrant shall be exercisable for a number of shares of New Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.25 and (y) the applicable Loan Amount loaned by such Investor at the Closing at which this Warrant was issued, and denominator (B) the lowest per share price for which any person or
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Amendment to Amended and Restated Loan and Security Agreement is entered into as of May 27, 2010 (the “Amendment”), by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and SINGULEX, INC. (“Borrower”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Loan and Security Modification Agreement (this “Loan and Security Modification Agreement”) is entered into as of September 26, 2012 by and between Singulex, Inc. (the “Borrower”) and Bridge Bank, National Association (“Bank”).
ContractSingulex Inc • October 17th, 2012 • Services-medical laboratories • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
ContractExclusive License Agreement • October 25th, 2012 • Singulex Inc • Services-medical laboratories • California
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Loan and Security Modification Agreement is entered into as of June 25, 2012, by and between Singulex, Inc. (“Borrower”) and Bridge Bank, National Association (“Bank”).
THIRD AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • October 3rd, 2012 • Singulex Inc • Services-medical laboratories • New York
This THIRD AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of September 27, 2012, is entered into by and between SINGULEX, INC., a Delaware corporation (“Borrower”) and HORIZON CREDIT I LLC (“Lender”), a Delaware limited liability company.
NET LEASE AGREEMENTLease Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories
Premises: The Premises referred to in this Lease are located in the Building located at 1650 Harbor Bay Parkway, Alameda, California 94502 (“Building”), and consists of approximately twenty-seven thousand two hundred seventy-six (27,276) rentable square feet as shown in Exhibit A, which is 42.66% (“Tenant’s Proportionate Share”) of the rentable square feet of the Building. The Building consists of approximately sixty three thousand nine hundred and thirty-six (63,936) rentable square feet.
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Amendment to Amended and Restated Loan and Security Agreement is entered into as of November 23, 2010 (the “Amendment”), by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and SINGULEX, INC. (“Borrower”).
SALES AGREEMENTSales Agreement • October 25th, 2012 • Singulex Inc • Services-medical laboratories
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
SECOND AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • New York
This SECOND AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of April 3, 2012, is entered into by and between SINGULEX, INC., a Delaware corporation (“Borrower”) and HORIZON CREDIT I LLC (“Lender”), a Delaware limited liability company.
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of November 30, 2009, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and SINGULEX, INC. (“Borrower”).
MODIFICATION NO. I TO ORIGINAL NET LEASE AGREEMENT DATED: JANUARY 14, 2008Original Net Lease • September 28th, 2012 • Singulex Inc • Services-medical laboratories
Whereas, CN Bayview, LLC, as Landlord, and Singulex Inc., as Tenant, entered into a written Lease Agreement, dated January 14, 2008, concerning the leased premises consisting of 27,276 rentable square feet on the second floor of 1650 Harbor Bay Parkway, Alameda, California, 94502;
EXHIBIT C FIRST AMENDMENT TO LEASE AND ACKNOWLEDGMENTLease and Acknowledgment • September 28th, 2012 • Singulex Inc • Services-medical laboratories
This First Amendment to Lease and Acknowledgment (“First Amendment”) is made as of 2-29, 2008 with reference to that certain Lease Agreement (“Lease”) by and between CN Bay View, LLC, a Delaware limited liability company, as “Landlord” therein, and Singulex, Inc., a Delaware Corporation, as “Tenant” therein, regarding that certain premises (“Premises”) located at 1650 Harbor Bay Parkway, Alameda, California 94502, and which is more particularly described in the Lease.
SINGULEX, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • Delaware
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of February 17, 2012, by and among Singulex, Inc., a Delaware corporation (the “Company”) and JAFCO Life Science No. 1 Investment Enterprise Partnership (“JAFCO No. 1”), JAFCO Super V3 Investment Limited Partnership (“JAFCO V3” and, together with JAFCO No. 1, “JAFCO”), OrbiMed Associates III, LP, a Delaware limited partnership (“OrbiMed Associates”), OrbiMed Private Investments III, LP, a Delaware limited partnership (“OrbiMed Investments” and, together with OrbiMed Associates, “OrbiMed”), Fisk Ventures, LLC, a Delaware limited liability company (“Fisk”), Prolog Capital A, L.P., a Missouri limited partnership (“Prolog A”), Prolog Capital B, L.P., a Missouri limited partnership (“Prolog B”), Prolog Capital III, L.P., a Missouri limited partnership (“Prolog III” and collectively with Prolog A and Prolog B, “Prolog”), and the other investors listed on the Schedule of Investors attached hereto (the
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 17th, 2012 • Singulex Inc • Services-medical laboratories
This Amendment to Amended and Restated Loan and Security Agreement is entered into as of October 8, 2010 (the “Amendment”), by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and SINGULEX, INC. (“Borrower”).
Singulex, Inc. Amended and Restated Employment, Confidentiality and Noncompete AgreementEmployment, Confidentiality and Noncompete Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • California
Singulex, Inc., a Delaware corporation (“Company”), and Philippe Goix, a California resident (“Executive”), enter into this Amended and Restated Employment, Confidentiality and Noncompete Agreement (the “Agreement”) as of March 3, 2009 (the “Effective Date”).
SALES AGREEMENTSales Agreement • October 3rd, 2012 • Singulex Inc • Services-medical laboratories
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
INCENTIVE STOCK OPTION AGREEMENT SINGULEX, INC.Incentive Stock Option Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • California
Singulex, Inc., a Delaware corporation (the “Company”), and the employee of the Company or of one or more of its Subsidiaries named above (the “Optionee”), hereby agree as follows:
FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • New York
This FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 6, 2011, is entered into by and between SINGULEX, INC., a Delaware corporation (“Borrower”) and HORIZON CREDIT I LLC (“Lender”), a Delaware limited liability company.
NON-QUALIFIED STOCK OPTION AGREEMENT SINGULEX, INC.Non-Qualified Stock Option Agreement • September 28th, 2012 • Singulex Inc • Services-medical laboratories • California
