ARIOSA DIAGNOSTICS, INC. [ ] Shares of Common Stock Underwriting AgreementAriosa Diagnostics, Inc. • April 24th, 2014 • Services-medical laboratories • New York
Ariosa Diagnostics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] 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 [ ] shares of common stock 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”.
ContractAriosa Diagnostics, Inc. • December 19th, 2013 • 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 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, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • April 16th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 , between Ariosa Diagnostics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ARIA DIAGNOSTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 16th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 30th day of November, 2011, by and among Aria Diagnostics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
ARIOSA DIAGNOSTICS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 19th, 2013 • Ariosa Diagnostics, Inc. • Services-medical laboratories • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], 20[ ], by and between ARIOSA DIAGNOSTICS, INC., a Delaware corporation (the “Company”), and [ ] (“Purchaser”) pursuant to the Company’s 2009 Equity Incentive Plan.
FIRST AMENDMENT TO LEASELease • March 24th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories
This First Amendment to Lease (the “First Amendment”), is made and entered into this 5th day of December, 2011 by and between Mission West Properties, L.P., a Delaware limited partnership (“Lessor”) and Aria Diagnostics, Inc., a Delaware Corporation (“Lessee”).
ContractParties • March 24th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • California
Parties: This Lease, executed in duplicate at Cupertino, California, on June 10, 2011, by and between Mission West Properties, LP, a Delaware limited partnership, and Tandem Diagnostics, Inc., a Delaware Corporation, hereinafter called respectively Lessor and Lessee, without regard to number or gender.
REVISED FIRST AMENDMENT TO LEASELease • March 24th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories
This REVISED First Amendment to Lease (the “First Amendment”), is made and entered into this 12TH day of APRIL, 2012 by and between Mission West Properties, L.P., a Delaware limited partnership (“Lessor”) and Ariosa Diagnostics, Inc., a Delaware Corporation (“Lessee”).
ContractAriosa Diagnostics, Inc. • April 16th, 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 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Sale and Supply AgreementSale and Supply Agreement • March 24th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • California
This Sales and Supply Agreement (“Agreement”) is entered into and is effective as of the last date of signature found below (the “Effective Date”), by and between Illumina, Inc., a Delaware corporation, having a place of business at 9885 Towne Centre Drive, San Diego, CA 92121 (“Illumina”), and Aria Diagnostics, Inc., a Delaware corporation, having a place of business at 5945 Optical Court, San Jose, CA 95138 (“Customer”). Each of Illumina and Customer is a “Party” and, together, are the “Parties” to this Agreement.
AMENDMENT NO. 3 TO THE COLLABORATION AGREEMENT BETWEEN Laboratory Corporation of America Holdings and Ariosa Diagnostics, Inc.Ariosa Diagnostics, Inc. • April 16th, 2014 • Services-medical laboratories
THIS AMENDMENT NO. 3 (the “Amendment”) is effective as of April 4, 2014 (the “Third Amendment Effective Date”) by and between Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and ARIOSA Diagnostics, Inc., a Delaware corporation (“ARIOSA”) (hereinafter, each of LabCorp and ARIOSA a “Party” and, collectively, the “Parties”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 19th, 2013 • Ariosa Diagnostics, Inc. • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 19, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ARIOSA DIAGNOSTICS, 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:
COLLABORATION AGREEMENTCollaboration Agreement • February 28th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • Delaware
This COLLABORATION AGREEMENT (this “Agreement”), is made and entered into on May 1, 2012 (the “Effective Date”) by and between Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”), and Ariosa Diagnostics, Inc., a Delaware corporation (“ARIOSA”) (hereinafter, each of LabCorp and ARIOSA a “Party” and, collectively, the “Parties”).
First Amendment to Sales and Supply AgreementSales and Supply Agreement • March 24th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • California
This agreement is a first amendment to the Sales and Supply Agreement (“Amendment”) between Illumina, Inc., a Delaware corporation, having a place of business at 9885 Towne Centre Drive, San Diego, CA 92121 (“Illumina”), and Ariosa Diagnostics, Inc., a Delaware corporation, having a place of business at 5945 Optical Court, San Jose, CA 95138 (“Customer”). Each of Illumina and Customer is a “Party” and, together, are the “Parties” to this Agreement.
SECOND AMENDMENT TO LEASELease • December 19th, 2013 • Ariosa Diagnostics, Inc. • Services-medical laboratories
This Second Amendment to Lease (the “Second Amendment”), is made and entered into this 20th day of September, 2012 by and between Mission West Properties, L.P., a Delaware limited partnership (“Lessor”) and Ariosa Diagnostics, Inc., a Delaware Corporation formerly known as Tandem and Aria (“Lessee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 16th, 2014 • Ariosa Diagnostics, Inc. • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 20, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ARIOSA DIAGNOSTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of March 19, 2013, between Borrower and Bank (the “Prior Agreement”). The parties agree that the Prior Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows:
AMENDMENT NO. 1 TO THE COLLABORATION AGREEMENT BETWEEN Laboratory Corporation of America Holdings and Ariosa Diagnostics, Inc.Ariosa Diagnostics, Inc. • March 24th, 2014 • Services-medical laboratories
THIS AMENDMENT (“Amendment”) is effective as of March 1, 2014 (the “First Amendment Effective Date”) by and between Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and ARIOSA Diagnostics, Inc., a Delaware corporation (“ARIOSA”) (hereinafter, each of LabCorp and ARIOSA a “Party” and, collectively, the “Parties”).
AMENDMENT NO. 2 TO THE COLLABORATION AGREEMENT BETWEEN Laboratory Corporation of America Holdings and Ariosa Diagnostics, Inc.Ariosa Diagnostics, Inc. • April 16th, 2014 • Services-medical laboratories
THIS AMENDMENT (“Amendment”) is effective as of March 25, 2014 (the “Second Amendment Effective Date”) by and between Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and ARIOSA Diagnostics, Inc., a Delaware corporation (“ARIOSA”) (hereinafter, each of LabCorp and ARIOSA a “Party” and, collectively, the “Parties”).
