Form of Preferred Stock Warrant AgreementWarrant Agreement • August 14th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Bionano Genomics, 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”).
Bionano Genomics, Inc. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementBionano Genomics, Inc • August 14th, 2020 • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2023, is by and among Bionano Genomics, Inc., a Delaware corporation with offices located at 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
●], As Warrant AgentWarrant Agreement • August 14th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Bionano Genomics, 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”).
Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase _________ Shares of Common Stock BIONANO GENOMICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of ___________ authorized but unissued shares (the “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 Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of ___________ shares of Common Stock (the “Warrant Shares”). The Shares, Warrants, the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares are collectively referred to as the “Securities.”
INDEMNITY AGREEMENTIndemnity Agreement • July 17th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 14th, 2019 • Bionano Genomics, Inc • Laboratory analytical instruments • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 14, 2019, by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2019 • Bionano Genomics, Inc • Laboratory analytical instruments • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2019, by and between BIONANO GENOMICS, 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”).
LEASE BETWEEN THE IRVINE COMPANY LLC AND BIONANO GENOMICS, INC.Lease • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
THIS LEASE is made as of the 16th day of January , 20 12 , by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and BIONANO GENOMICS, INC., a Delaware corporation, hereafter called “Tenant.”
ContractBionano Genomics, Inc • March 14th, 2019 • Laboratory analytical instruments • New York
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 (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDENTURE Dated as of [•], 20__ Debt SecuritiesBionano Genomics, Inc. • March 10th, 2023 • Laboratory analytical instruments • New York
Indenture, dated as of [•], 20__, among Bionano Genomics, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 13th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of June 29, 2018 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and BIONANO GENOMICS, INC., a Delaware corporation (“BioNano”) and the other entities from time to time party to this Agreement as borrowers, provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
WARRANT AGREEMENT BIONANO GENOMICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENTWarrant Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2018, is by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT BIONANO GENOMICS, INC.Bionano Genomics, Inc. • April 5th, 2024 • Laboratory analytical instruments • 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 set forth above (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 Bionano Genomics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of September 11, 2023 (the “Effective Date” or “Start Date”), by and between BIONANO GENOMICS, INC. (the “Company”) and Gulsen Kama (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
BIONANO GENOMICS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Debt Securities Warrant Agreement • March 10th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between BIONANO GENOMICS, 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”).
BIONANO GENOMICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 1, 2016 (the “Effective Date”) by and among BIONANO GENOMICS, INC. (the “Company”) and Michael Ward (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
BIONANO GENOMICS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • March 10th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between BIONANO GENOMICS, 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”).
BIONANO GENOMICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 24th, 2021 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
BIONANO GENOMICS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Preferred Stock Warrant Agreement • March 10th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between BIONANO GENOMICS, 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”).
FORM OF WARRANT BIONANO GENOMICS, INC.Purchase Agreement • March 2nd, 2020 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the six-month anniversary of the Issuance Date (the “Initial Exercisability Date”), but not after 5:00 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warr
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 5, 2016Investors’ Rights Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This will confirm that in consideration of the Series D-1 Investors’ agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the “Company”), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2024, between Bionano Genomics, 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”).
BIONANO GENOMICS, INC. UNDERWRITING AGREEMENT [ ] UnitsUnderwriting Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, 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”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of [ ] units (each a “Unit” and collectively, the “Units”), each consisting of one share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Firm Shares”) and one warrant (each a “Firm Warrant” and collectively, the “Firm Warrants”) to purchase one share of Common Stock (collectively, the “Firm Units”). The Common Stock that is issuable upon the exercise of either the Firm Warrants or the Option Warrants (as defined below) to be issued in this offering shall be referred to herein as the “Warrant Shares.” The Company also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 4 hereof,
AMENDMENT NO. 1 TO SALES AGREEMENT March 9, 2023Sales Agreement • May 9th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments
This Amendment No. 1 (“Amendment No. 1”) amends that certain Sales Agreement, dated as of March 23, 2021 (the “Agreement”), by and between Bionano Genomics, Inc. (the “Company”) and Cowen and Company, LLC, as sales agent (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
ContractBioNano Genomics, Inc • July 13th, 2018 • Laboratory analytical instruments • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LICENSE AGREEMENT BETWEEN PRINCETON UNIVERSITY AND BIONANOMATRIX LLCLicense Agreement • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New Jersey
THIS LICENSE AGREEMENT (this “Agreement”) is made as of the 7th day of January, 2004 (the “Effective Date”) by and between the Trustees of PRINCETON UNIVERSITY, a not-for-profit corporation duly organized and existing under the laws of the State of New Jersey, U.S.A. (“Princeton”), and BIONANOMATRIX LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“BioNanomatrix”).
ContractBioNano Genomics, Inc • June 28th, 2018 • Laboratory analytical instruments • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This Patent License Agreement (the “Agreement”), dated December 27, 2013 (the “Effective Date”), is hereby entered into by and between Industry 3200, Inc., a Delaware Corporation with a principal office located at 1155 Camino Del Mar #118, Del Mar, CA 92014 (“Sublicensor”), and BioNano Genomics, Inc., a Delaware Corporation, having a principal place of business at 9640 Towne Centre Drive, Suite 100 (“Sublicensee)
33,333,350 Shares of Common Stock BIONANO GENOMICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Bionano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of 33,333,350 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 5,000,002 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over‑allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”
LICENSE AGREEMENTLicense Agreement • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
NEW YORK UNIVERSITY (hereinafter “NYU”), a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012
AGREEMENT AUGUST 2, 2016Agreement • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This Agreement (the “Agreement”) is effective as of the last date of signature found below (the “Effective Date”) and is made by and between BioNano Genomics, Inc., a California corporation having a place of business at 9640 Towne Centre Drive, Ste. 100, San Diego, California 92121, (“BioNano”) and Berry Genomics Co., Ltd., a Chinese corporation having a place of business at Building 9, Courtyard 6, East Jingshun Road, Chaoyang District, Beijing 100015, People’s Republic of China (“Berry”). BioNano and Berry may also individually be referred to herein as a “Party” and collectively as the “Parties”.
MASTER SERVICES AGREEMENTMaster Services Agreement • June 28th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This MASTER SERVICES AGREEMENT (the “Agreement”) is entered into effective as of March 2, 2009 (“Effective Date”) by and between SVTC TECHNOLOGIES, LLC, a Delaware limited liability company, with principal offices at 3901 North First Street, San Jose, CA 95134, USA, (“SVTC”) and BioNanomatrix, Inc., a Delaware Corporation, with principal offices located at 3701 Market St, 4th Floor, Philadelphia, Pennsylvania 19104, USA (“Customer”).
BIONANO GENOMICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2019 • Bionano Genomics, Inc • Laboratory analytical instruments
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 14, 2019, by and among BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), INNOVATUS LIFE SCIENCES LENDING FUND I, LP and INNOVATUS LIFE SCIENCES OFFSHORE FUND I, LP (collectively, “Investor”). The Company and Investor may be referred to hereinafter collectively as the “Parties” and each individually as a “Party.”
Purchase AgreementPurchase Agreement • April 14th, 2023 • Bionano Genomics, Inc. • Laboratory analytical instruments
This Purchase Agreement (this “Agreement”) is made as of April 13, 2023, by and between the purchaser listed on Exhibit A attached hereto (the “Purchaser”) and Bionano Genomics, Inc., a Delaware corporation (the “Company”).
