SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 16, 2016, between Roka Bioscience, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Purchasers (the “Purchase Agreement”).
ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New York
Roka Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative(s) (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $— per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of — additional shares of Common Stock. The aforesaid — shares of Common Stock (the “Initial Securities”) to be purchas
PLACEMENT AGENT WARRANT NO. 2Roka BioScience, Inc. • September 22nd, 2016 • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ROTH CAPITAL PARTNERS, LLC 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 that Shareholder Approval (as defined in the Purchase Agreement) is obtained and effective (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 Roka Bioscience, Inc., a Delaware corporation (the “Company”), up to 1,183,429 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).
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementRoka BioScience, Inc. • October 30th, 2015 • Laboratory analytical instruments • New York
Roka Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
OFFICE LEASE KILROY REALTY PACIFIC CORPORATE CENTER KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and ROKA BIOSCIENCE, INC., a Delaware corporation, as Tenant.Office Lease • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and ROKA BIOSCIENCE, INC., a Delaware corporation (“Tenant”).
ROKA BIOSCIENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of [Date], by and between ROKA BIOSCIENCE, INC., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
ContractLoan and Security Agreement • January 23rd, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 21, 2013, by and between Comerica Bank (“Bank”) and ROKA BIOSCIENCE, INC. (“Borrower”).
ContractRoka BioScience, Inc. • June 19th, 2014 • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD 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.
ContractLoan and Security Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 21, 2013, by and between Comerica Bank (“Bank”) and ROKA BIOSCIENCE, INC. (“Borrower”).
ContractRoka BioScience, Inc. • June 19th, 2014 • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD 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.
Employment AgreementEmployment Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey
This Employment Agreement (“Agreement”), effective as of September 11, 2009, is entered into between ROKA BIOSCIENCE, INC., a Delaware corporation, having its principal place of business at 10210 Genetic Center Drive, San Diego, CA 92121 (“Employer”), and STEVEN T. SOBIESKI, an individual residing at 8 Yellow Brook Drive, Colts Neck, New Jersey 07722 (“Executive”) (each a “Party” and together, the “Parties”).
LEASE AGREEMENT BETWEEN NORMANDY WARREN HOLDINGS, LLC, a Delaware Limited Liability Company, LANDLORD, -AND- ROKA BIOSCIENCE, INC., a Delaware Corporation, TENANT DATED: May 16, 2011Lease Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey
This LEASE AGREEMENT (this “Lease”) is dated May 16, 2011 and is between NORMANDY WARREN HOLDINGS, LLC, a Delaware limited liability company (“Landlord”), and ROKA BIOSCIENCE, INC., a Delaware corporation (“Tenant”).
LICENSE AGREEMENTLicense Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of September 10, 2009 by and between ROKA BIOSCIENCE, INC., a Delaware corporation (“Company”), and GEN-PROBE INCORPORATED, a Delaware corporation (“Gen-Probe”), and shall become effective as of the Effective Date.
MATERIALS SUPPLY AGREEMENTConfidential Treatment • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
THIS MATERIALS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of September 10, 2009 (the “Effective Date”) by and between GEN-PROBE INCORPORATED, a Delaware corporation with a principal place of business at 10210 Genetic Center Drive, San Diego, CA 92121 (“Supplier”), and ROKA BIOSCIENCE, INC., a Delaware corporation with a principal place of business at 10210 Genetic Center Drive, Suite 101, San Diego, CA 92121 (“Purchaser”). Purchaser and Supplier may be referred to individually herein as a “Party,” and collectively as the “Parties.”
SUPPLY AGREEMENTSupply Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
THIS SUPPLY AGREEMENT (the “Supply Agreement”) is made effective as of May 27, 2011 (the “Effective Date”) by and between Gen-Probe Incorporated, a company incorporated under the laws of the State of Delaware (“Gen-Probe”), and Roka Bioscience, Inc., a company incorporated under the laws of the State of Delaware (“Roka”). Roka and Gen-Probe may hereafter be referred to collectively as the “Parties” and individually as a “Party”.
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those holders of the Company’s Common Stock listed on Exhibit A hereto (referred to hereinafter as the “Common Holders” and each individually as a “Common Holder”), the persons and entities listed on Exhibit B hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”, and together with the Common Holders, the “Stockholders”) and each other person or entity who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).
VOTING AGREEMENTVoting Agreement • September 22nd, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments • New York
This VOTING AGREEMENT is dated as of September 21, 2016 (this “Agreement”), by and between Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the shareholder named on the signature page hereto under the heading “Shareholder” (the “Shareholder”).
ROKA BIOSCIENCE, INC. EMPLOYEE CONFIDENTIALITY, INVENTIONS, NON-INTERFERENCE, NON-SOLICITATION AND NON-COMPETITION AGREEMENTSolicitation and Non-Competition Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey
This Agreement is entered into as of by and between Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the person identified on the signature page to this Agreement (the “Employee”).
SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries E Preferred Stock and Warrant Purchase Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Series E Preferred Stock and Warrant Purchase Agreement, dated as of June 13, 2013 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Series D Preferred Stock Purchase Agreement, dated as of December 19, 2011 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractRoka BioScience, Inc. • May 12th, 2017 • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD 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.
ContractRoka BioScience, Inc. • June 19th, 2014 • Laboratory analytical instruments • Delaware
THIS WARRANT AND THE SECURITIES PURCHASABI.E HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITEES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
SERIES E PREFERRED STOCK PURCHASE AGREEMENTSeries E Preferred Stock Purchase Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Series E Preferred Stock Purchase Agreement, dated as of November 20, 2013 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
FOURTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Fourth Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (referred to hereinafter as the “Key Holders” and each individually as a “Key Holder”) and the persons and entities listed on Exhibit B hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”, and together with the Key Holders, the “Stockholders”).
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”), the stockholders listed on Exhibit B attached hereto (referred to hereinafter as the “Common Holders”), each other Person (as defined herein) who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This Second Amendment to License Agreement (the “Amendment”) is entered into effective as of June 13, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Company”).
SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Series C Preferred Stock Purchase Agreement, dated as of April 29, 2011 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SUBLEASELease Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey
This LEASE AGREEMENT (this “Lease”) is dated August 20, 2007 and is between NORMANDY WARREN HOLDINGS, LLC, a Delaware Limited Liability Company (“Landlord”), and AETERNA ZENTARIS, INC., a Delaware Corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This Employment Agreement (“Agreement”), dated July 1, 2012, is entered into between ROKA. BIOSCIENCE, INC., a Delaware corporation, having its corporate headquarters at 20 Independence Blvd., 4th Floor, Warren, NJ 07059 (“Employer”), and WALTER M. NARAJOWSKI, an individual residing at 84 Blue Lagoon, Laguna Beach, CA 92651 (“Employee”) (Employer and Employee, each a “Party” and together, the “Parties”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This First Amendment to License Agreement (the “Amendment”) is entered into effective as of May 27, 2011 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Company”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 1st, 2015 • Roka BioScience, Inc. • Laboratory analytical instruments
This First Amendment to Loan and Security Agreement is dated as of May 29, 2015 (the “Amendment”), by and between COMERICA BANK (“Bank”), ROKA BIOSCIENCE, INC. (“Borrower”).
SECOND AMENDMENT TO WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • May 12th, 2017 • Roka BioScience, Inc. • Laboratory analytical instruments
This Second Amendment to Warrant to Purchase Stock (this “Amendment”) is dated as of April 6, 2017 by and between COMERICA VENTURES INCORPORATED, successor by assignment to Comerica Bank (the “Holder”) and ROKA BIOSCIENCE, INC., a Delaware corporation (“Company”).
FIRST AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This First Amendment to Supply Agreement (the “Amendment”) is entered into effective as of June 12, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Roka”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2017 • Roka BioScience, Inc. • Laboratory analytical instruments • California
