NANOSTRING TECHNOLOGIES, INC. 5,000,000 Shares of Common Stock Underwriting AgreementNanoString Technologies Inc • October 8th, 2020 • Biological products, (no disgnostic substances) • New York
NanoString Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, UBS Securities LLC and Cowen and Company, LLC are acting as representatives (the “Representatives”), an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 750,000 shares of common stock, par value $0.0001 per share, 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”.
NANOSTRING TECHNOLOGIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 9, 2020 2.625% Convertible Senior Notes due 2025Indenture • March 9th, 2020 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of March 9, 2020, between NANOSTRING TECHNOLOGIES, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
UNDERWRITING AGREEMENT NANOSTRING TECHNOLOGIES, INC. 4,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 18th, 2018 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
NanoString Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and UBS Securities LLC are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 shares of common stock, par value $0.0001 per share, 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”.
NANOSTRING TECHNOLOGIES, INC. COMMON STOCK SALES AGREEMENTSales Agreement • January 8th, 2018 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
NanoString Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
NANOSTRING TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between NanoString Technologies, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 8th, 2018 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 5, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
LEASE by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation 500 Fairview Avenue North, Seattle, WashingtonLease • March 13th, 2015 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 22nd day of December 2014 (the “Execution Date”), by and between BMR-500 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of NANOSTRING TECHNOLOGIES, INC. Dated as of February 12, 2010 Void after the date specified in Section 7NanoString Technologies Inc • December 13th, 2012 • Biological products, (no disgnostic substances) • Washington
ContractNanoString Technologies Inc • May 20th, 2013 • Biological products, (no disgnostic substances) • Delaware
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 SECTIONS 5.3 AND 5.4 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.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 11th, 2019 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 16, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2023 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2023, by and among NanoString Technologies, Inc., a Delaware corporation (the “Company”), and each of the Investors from time to time signatory hereto.
NANOSTRING TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 13th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the NanoString Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
NANOSTRING TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 13th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the NanoString Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”), including the Notice of Restricted Stock Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A.
NANOSTRING TECHNOLOGIES, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of November 7, 2023 6.95% Senior Secured Notes due 2026NanoString Technologies Inc • November 7th, 2023 • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of November 7, 2023 among NanoString Technologies, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors party hereto from time to time, and U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01).
SECURITY AGREEMENTSecurity Agreement • August 8th, 2014 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENT dated as of April 17, 2014, among NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), NANOSTRING TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (“International”; collectively with Borrower and each entity that becomes a “Grantor” hereunder as contemplated by Section 5.12, the “Grantors” and each, a “Grantor”), CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P. and PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. (together, the “Secured Parties” and each, a “Secured Party”) and CAPITAL ROYALTY PARTNERS II L.P., as control agent for the Secured Parties (in such capacity, the “Control Agent”).
WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK of NANOSTRING TECHNOLOGIES, INC. Void after the date specified in Section 8Series D Purchase Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Warrant together with all warrants originally issued pursuant to the Note and Warrant Purchase Agreement dated as of June 23, 2011 by and among the Company, the Original Holder and the other Investors (as defined therein) (the “Bridge Purchase Agreement”) and all other warrants to purchase shares of Series D Preferred Stock issued pursuant to the Series D Preferred Stock and Warrant Purchase Agreement dated November 1, 2011 (the “Series D Purchase Agreement”) are referred to herein as the “Warrants.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 18th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 30, 2012 (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 and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
NANOSTRING TECHNOLOGIES, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2020 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Amendment to Executive Employment Agreement (this “Amendment”) is made by and between Joseph Beechem (“Executive”) and NanoString Technologies, Inc., a Delaware corporation (the “Company” and together with Executive, the “Parties”) on the dates set forth below.
NANOSTRING TECHNOLOGES, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 13th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the NanoString Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
AMENDMENT NO. 2 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
This Amendment No. 2 to Exclusive License Agreement (“Amendment”) is entered into on May 17, 2007, by and between the Institute for Systems Biology (the “Institute”), a Washington nonprofit corporation, having its principal place of business at 1441 No. 34th Street, Seattle, WA 98103 and NanoString Technologies, Inc. (“Licensee”), a Delaware corporation, having its principal place of business at 201 Elliott Ave. W., Suite 300, Seattle, WA 98119.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • California
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 22, 2013, by and 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 and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”).
NANOSTRING TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 29, 2012Investors’ Rights Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) dated as of November 29, 2012 and effective as of the Effective Time (as defined below) is made by and among Krassen Dimitrov, Dwayne Dunaway and Amber Ratcliffe (each individually a “Founder” and collectively the “Founders”), H. Perry Fell and John Sowatsky (each individually a “Major Common Holder” and collectively with the Founders the “Common Holders”), NanoString Technologies, Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock (“Series A Preferred Stock”) of the Company listed on Exhibit A to this Agreement (the “Series A Holders”), the holders of Series B Preferred Stock (the “Series B Preferred Stock”) of the Company listed on Exhibit A to this Agreement (the “Series B Holders”), the holders of Series C Preferred Stock (the “Series C Preferred Stock”) of the Company listed on Exhibit A to this Agreement and (the “Series C Holders”), the holders of Series D Preferred Stock (
NANOSTRING TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2023 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • California
This Employment Agreement (the “Agreement”) is entered into, effective as of August 28, 2023 (the “Effective Date”), by and between NanoString Technologies, Inc. (the “Company”) and Jonathan Todd Garland (“Executive”).
NANOSTRING TECHNOLOGIES, INC.Stock Option Agreement • June 17th, 2022 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the NanoString Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
ContractNanoString Technologies Inc • May 20th, 2013 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
NANOSTRING TECHNOLOGIES, INC.Restricted Stock Unit Agreement • February 28th, 2023 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the NanoString Technologies, Inc. 2018 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
FIRST AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 21st day of May, 2009, by and between BMR-530 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and NANOSTRING TECHNOLOGIES, INC. (“Tenant”).
NanoString Technologies, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2018 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Employment Agreement (the “Agreement”) is entered into, effective as of January 16, 2018 (the “Effective Date”), by and between NanoString Technologies, Inc. (the “Company”) and K. Thomas Bailey (“Executive”).
NANOSTRING TECHNOLOGIES, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 28th, 2023 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
Unless otherwise defined herein, the terms defined in the NanoString Technologies, Inc. 2018 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
FOURTH AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT dated July 7, 2010 by and between BIOCLASSIFIER, LLC and NANOSTRING TECHNOLOGIES, INC.Exclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
This Amended and Restated Exclusive License Agreement (“Agreement”) is entered into as of the 7th day of July, 2010 (“Effective Date”), by and between BIOCLASSIFIER, LLC, a Missouri limited liability company having an address at 226 Spencer Road, Saint Louis, MO, 63119 (“Licensor”) and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation having an address at 530 Fairview Avenue North, Suite 2000, Seattle, WA 98109, (“Licensee”). Licensor and Licensee are sometimes referred to herein each individually as a “Party” and collectively as the “Parties”.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NANOSTRING TECHNOLOGIES, INC.NanoString Technologies Inc • November 7th, 2023 • Biological products, (no disgnostic substances) • New York
FOR VALUE RECEIVED, the undersigned, NanoString Technologies, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), hereby certifies that [_______] or any transferee, assignee or other subsequent holder hereof (the “Holder”) is entitled to subscribe for and purchase, at the Exercise Price per share, the Warrant Share Number of duly authorized, validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). This Warrant is issued pursuant to that certain Exchange Agreement, dated as of November 6, 2023, by and among the Company, Braidwell Partners Master Fund LP and Deerfield Partners, L.P. (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Exchange Agreement”). The Common Shares (as defined below) issuable hereunder (the “Warrant Shares”) are entitled to the benefits of the Registration Rights Agreement (as de
SECOND AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 16 day of June, 2010, by and between BMR-530 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
EXCLUSIVE LICENSE AGREEMENT Between NanoString Technologies, Inc. (Licensee) And The Institute for Systems Biology (INSTITUTE)Exclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Exclusive License Agreement (hereinafter called “Agreement”), is entered into as of February 4, 2004 by and between The Institute for Systems Biology (the “Institute”), a Washington nonprofit corporation, having its principal place of business at 1441 No. 34th Street, Seattle, WA 98103, and NanoString Technologies, Inc, (“Licensee”), and shall be effective upon satisfaction of Licensee’s obligations pursuant to Sections 4.1 and 6.2 of this Agreement (the “Effective Date”).
LICENSE AND ASSET PURCHASE AGREEMENT BY AND BETWEEN VERACYTE, INC. AND NANOSTRING TECHNOLOGIES, INC. Dated as of December 3, 2019License and Asset Purchase Agreement • December 4th, 2019 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This LICENSE AND ASSET PURCHASE AGREEMENT, dated as of December 3, 2019 (this “Agreement”), is by and between Veracyte, Inc., a Delaware corporation (“Veracyte”) and NanoString Technologies, Inc., a Delaware corporation (“NanoString”). NanoString and Veracyte are each referred to as a “Party” and collectively as the “Parties”.
