BERKELEY LIGHTS, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • New York
Berkeley Lights, 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 $0.0005 per share (“Common Stock”), 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 to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between Berkeley Lights, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND BERKELEY LIGHTS, INC. (TENANT) 5980 Horton Street Emeryville, CaliforniaWorkletter Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
BERKELEY LIGHTS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Berkeley Lights, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company] (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER By and Among BRUKER CORPORATION, BIRD MERGERSUB CORPORATION and PHENOMEX INC. Dated as of August 17, 2023Agreement and Plan of Merger • August 17th, 2023 • PhenomeX Inc. • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2023 (as amended, modified or restated, this “Agreement”), is by and among Bruker Corporation, a Delaware corporation (“Parent”), Bird Mergersub Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and PhenomeX Inc., a Delaware corporation (the “Company”).
BERKELEY LIGHTS, INC. [•] Shares of Common Stock Underwriting AgreementBerkeley Lights, Inc. • November 16th, 2020 • Laboratory analytical instruments • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Berkeley Lights, Inc., a Delaware corporation (the “Company”), propose to 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 $0.00005 per share (“Common Stock”), 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 to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 7th, 2021 • Berkeley Lights, Inc. • Laboratory analytical instruments
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 30, 2021, by and between EAST WEST BANK (“Bank”) and BERKELEY LIGHTS, INC. (“Borrower”).
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 • Berkeley Lights, Inc. • 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.
Keith J. Breinlinger, PH.D Dear Keith,Berkeley Lights, Inc. • July 13th, 2020 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 18, 2019, by and between EAST WEST BANK (“Bank”) and BERKELEY LIGHTS, INC. (“Borrower”).
VOTING AGREEMENTVoting Agreement • December 21st, 2022 • Berkeley Lights, Inc. • 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”).
COLLABORATION AGREEMENTCollaboration Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • Delaware
This COLLABORATION AGREEMENT (this “Agreement”), effective as of September 13th, 2019 (“Effective Date”), is between Ginkgo Bioworks, Inc., a Delaware corporation with offices located at 27 Drydock Avenue, 8th floor, Boston, Massachusetts 02210 (“Ginkgo”), and Berkeley Lights, Inc., a Delaware corporation with offices located at 5858 Horton Street, Suite 320, Emeryville, California 94608 (“BLI”). Ginkgo and BLI may each be referred to herein as a “Party” or, collectively, as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 17, 2020, by and between EAST WEST BANK (“Bank”) and BERKELEY LIGHTS, INC. (“Borrower”).
LEASE by and between EMERY STATION JOINT VENTURE, LLC (LANDLORD), and BERKELEY LIGHTS, INC. (TENANT) EmeryStation 1 Building Emeryville, CaliforniaWorkletter Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments
THIS LEASE (“Lease”), dated for reference purposes as of November 3,2014 (“Effective Date”), is entered by and between Berkeley Lights, Inc., a Delaware corporation, as Tenant, and Emery Station Joint Venture, LLC, a California limited liability company, as Landlord, on the basis of the following:
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 21st, 2023 • PhenomeX Inc. • 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").
UNIVERSITY OF CALIFORNIA, BERKELEY OFFICE OF TECHNOLOGY LICENSINGExclusive License Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This exclusive license agreement (“Agreement”) is effective October 25, 2011 (“Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94720-1620 (“REGENTS”) and BERKELEY LIGHTS, INC., a Delaware corporation having a principal place of business at [***] (“LICENSEE”). The parties agree as follows:
Amendment No. 1 to Terms and Conditions of PurchaseBerkeley Lights, Inc. • June 26th, 2020 • Laboratory analytical instruments
This Amendment No. 1 to Terms and Conditions of Purchase (the “Amendment”), effective as of the date of full execution (“Amendment Effective Date”), is entered into by and between:
BERKELEY LIGHTS, INC. FORM OF STOCK OPTION EXERCISE AGREEMENTOption Exercise Agreement • June 12th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments
This Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered into as of ______________________, ____ by and between Berkeley Lights, Inc., a Delaware corporation (the “Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2011 Equity Incentive Plan (the “Plan”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 17th, 2023 • PhenomeX Inc. • Laboratory analytical instruments • Delaware
This Tender and Support Agreement (this “Agreement”), dated as of August 17, 2023, is by and among Bruker Corporation, a Delaware corporation (“Parent”), Bird Mergersub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), PhenomeX Inc., a Delaware corporation (the “Company”), and Igor Y. Khandros and Susan Bloch (collectively, the “Stockholder”).
Stuart L. Merkadeau Sent via Email: [#]Berkeley Lights, Inc. • July 13th, 2020 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
BERKELEY LIGHTS, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Fifth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of March 28, 2018, by and among Berkeley Lights, Inc., a Delaware corporation (the “Company”) and the parties listed on Exhibit A attached hereto (the “Investors”).
BERKELEY LIGHTS INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2022 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Employment Agreement (the “Agreement”), entered into as of March 8, 2022 and is effective as of such date provided that employment will not commence until tthe Effective Date (as defined below), is between Berkeley Lights, Inc., a Delaware corporation (the “Company”) and Siddhartha Kadia, PhD (“Executive” and, together with the Company, the “Parties”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.Advisor Consulting Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
On behalf of Berkeley Lights, Inc. (the “Company”), I am pleased to provide this letter to memorialize our agreement to extend your relationship with the Company under that certain Strategic / Scientific Advisor Consulting Agreement originally effective as of April 1, 2017 (the “Consulting Agreement”) as Chairman of the Company’s Strategic / Scientific Advisory Board (the “SSAB”). Capitalized terms used herein shall have the respective meanings set forth in the Consulting Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • March 12th, 2021 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
CHANGE IN CONTROL AND SEVERANCE AGREEMENTControl and Severance Agreement • May 9th, 2022 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Siddhartha Kadia, PhD (“Executive”) and Berkeley Lights, Inc. (the “Company”), effective as of the date Executive commences employment with the Company (the “Effective Date”).
September 6, 2022 Scott Chaplin Dear Scott,Berkeley Lights, Inc. • November 8th, 2022 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations, or understandings, whether written, oral or implied, between you and the Company.
OFFICE LEASE BETWEEN Emery Station Office II, LLC (LANDLORD) a California limited liability company AND Berkeley Lights, Inc. (TENANT) a Delaware corporationOffice Lease • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
VOTING AGREEMENTVoting Agreement • December 21st, 2022 • Berkeley Lights, Inc. • 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”).
ContractWarrant Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT TO EXCLUSIVE LICENSE BETWEEN BERKELEY LIGHTS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR OPTOELECTRONIC TWEEZER TECHNOLOGYBerkeley Lights, Inc. • June 26th, 2020 • Laboratory analytical instruments
This AMENDMENT TO EXCLUSIVE LICENSE (“Amendment”) is made and entered into this 14th day of March, 2016 (“Effective Date”), by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, California 94720-1620 (“REGENTS”) and BERKELEY LIGHTS, INC., a Delaware corporation with a principal place of business at 5858 Horton Street, Suite 320, Emeryville, California 94608 (“LICENSEE”).
TRANSITION AND RELEASE AGREEMENTTransition and Release Agreement • May 9th, 2022 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Transition and Release Agreement (the “Agreement”) is entered into by and between Kurt Wood (“Employee”) and Berkeley Lights, Inc. (the “Company”), dated as of March 8, 2022 (the “Agreement Date”) and effective as of the eighth (8th) day following the date on which Employee signs this Agreement if not revoked in accordance with Section 6(g) below (the “Effective Date”). The purpose of this Agreement is to provide separation pay to ease Employee’s transition related to the Company and to settle and resolve any and all disputes and controversies of any nature existing between Employee and the Company, including, but not limited to, any claims arising out of Employee’s employment with, and transition related to, the Company.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • March 2nd, 2022 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Transition and Separation Agreement (the “Agreement”) by and between Eric Hobbs, Ph.D. (“Executive”) and Berkeley Lights, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
SUBLEASEWorkletter Agreement • June 26th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
Shaun M. Holt Dear Shaun,Berkeley Lights, Inc. • July 13th, 2020 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
