8,333,000 Shares ISOPLEXIS CORPORATION COMMON STOCK, PAR VALUE $0.001 UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2021 • IsoPlexis Corp • Laboratory analytical instruments • New York
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTYCredit Agreement • July 20th, 2021 • IsoPlexis Corp • Laboratory analytical instruments • New York
CREDIT AGREEMENT AND GUARANTY, dated as of December 30, 2020 (this “Agreement”), among ISOPLEXIS CORPORATION, a Delaware corporation (“Borrower”), certain Guarantors from time to time parties hereto, the lenders from time to time party hereto (each, as a “Lender” and collectively, the “Lenders”), and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership (“Perceptive”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER Dated as of December 21, 2022 Among ISOPLEXIS CORPORATION, BERKELEY LIGHTS, INC. and ICELAND MERGER SUB INC.Agreement and Plan of Merger • December 21st, 2022 • IsoPlexis Corp • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 21, 2022, is among ISOPLEXIS CORPORATION, a Delaware corporation (the “Company”), BERKELEY LIGHTS, INC., a Delaware corporation (“Parent”), and ICELAND MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Section 1.01.
IsoPlexis CorporationIsoPlexis Corp • August 20th, 2021 • Laboratory analytical instruments • Connecticut
EXECUTION VERSION 4886-8105-0172 7027014 FOURTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY This Fourth Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of December 28, 2022 (the “Fourth Amendment Effective...Credit Agreement and Guaranty • March 2nd, 2023 • IsoPlexis Corp • Laboratory analytical instruments • New York
VOTING AGREEMENTVoting Agreement • December 21st, 2022 • IsoPlexis Corp • Laboratory analytical instruments • Delaware
This Voting Agreement (this “Agreement”), dated as of December 21, 2022, is by and among Berkeley Lights, Inc., a Delaware corporation (“Parent”), Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), IsoPlexis Corporation, a Delaware corporation (the “Company”), and Igor Y. Khandros and Susan Bloch (collectively, the “Stockholder”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2023 • IsoPlexis Corp • Laboratory analytical instruments • New York
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is entered into as of March 21, 2023, by and among EAST WEST BANK, a California banking corporation ("Bank"), PHENOMEX INC., a Delaware corporation ("Borrower") and, immediately following the consummation of the Merger (as defined below), ISOPLEXIS CORPORATION, a Delaware corporation ("IsoPlexis").
ContractIsoPlexis Corp • July 20th, 2021 • Laboratory analytical instruments
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant customarily and actually treats as private and confidential.
SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 20th, 2021 • IsoPlexis Corp • Laboratory analytical instruments • Delaware
THIS SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of December, 2020, by and among IsoPlexis Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
6024628]] LIMITED WAIVER This Limited Waiver, dated as of March 1, 2023 (this “Waiver”), is entered into by and among ISOPLEXIS CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto constituting Majority Lenders and Perceptive...Limited Waiver • March 2nd, 2023 • IsoPlexis Corp • Laboratory analytical instruments • New York
ContractIsoPlexis Corp • July 20th, 2021 • Laboratory analytical instruments
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant customarily and actually treats as private and confidential.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 23rd, 2021 • IsoPlexis Corp • Laboratory analytical instruments • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2021, between IsoPlexis Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Limited WaiverLimited Waiver • February 16th, 2023 • IsoPlexis Corp • Laboratory analytical instruments • New York
This Limited Waiver, dated as of February 13, 2023 (this “Waiver”), is entered into by and among IsoPlexis Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto constituting Majority Lenders and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant customarily and actually treats as private and confidential. Amendment...IsoPlexis Corp • March 2nd, 2023 • Laboratory analytical instruments
LICENSE AGREEMENTLicense Agreement • July 20th, 2021 • IsoPlexis Corp • Laboratory analytical instruments • California
THIS AGREEMENT is effective as of the 8 day of March, 2017 (the “Effective Date”), between the CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), a not-for-profit corporation duly organized and existing under the laws of the State of California with an address at 1200 East California Boulevard, MC 6-32, Pasadena, California 91125 and ISOPLEXIS CORPORATION (“Licensee”), a corporation having a place of business at 35 NE Industrial Road, Branford, CT 06405 (the “Parties”).
Second Amendment to Credit Agreement and GuarantyCredit Agreement and Guaranty • November 1st, 2021 • IsoPlexis Corp • Laboratory analytical instruments • New York
This Second Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of October 29, 2021 (the “Second Amendment Effective Date”), by and among IsoPlexis Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as a lender and as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
ContractIsoPlexis Corp • August 20th, 2021 • Laboratory analytical instruments
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant customarily and actually treats as private and confidential.
Patent Purchase AgreementPatent Purchase Agreement • July 20th, 2021 • IsoPlexis Corp • Laboratory analytical instruments • Delaware
This Patent Purchase Agreement (the “Agreement”) is entered into this 12th day of May 2021 (the "Effective Date") by and between QIAGEN Sciences, LLC, a Delaware limited liability company with its principal place of business at 19300 Germantown Road, Germantown, MD 20874 (“QIAGEN Sciences”), and QIAGEN GmbH, a German corporation with its principal place of business at QIAGEN Strasse 1, 40724 Hilden, Germany (“QIAGEN GmbH”) (QIAGEN Sciences, and QIAGEN GmbH collectively and individually referred to herein as (“SELLER") and Isoplexis Corporation, with its principal place of business at 35 North East Industrial Road, Branford, CT 06405, USA (“BUYER”). SELLER or BUYER may be referred herein as a Party or collectively the “Parties”.
VOTING AGREEMENTVoting Agreement • December 21st, 2022 • IsoPlexis Corp • Laboratory analytical instruments • Delaware
This Voting Agreement (this “Agreement”), dated as of December 21, 2022, is by and among Berkeley Lights, Inc., a Delaware corporation (“Parent”), Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), IsoPlexis Corporation, a Delaware corporation (the “Company”), and the Persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”).
