PRE-FUNDED COMMON STOCK PURCHASE WARRANT ASPIRA WOMEN’S HEALTH INC.Aspira Women's Health Inc. • January 26th, 2024 • In vitro & in vivo diagnostic substances
THIS PRE-FUNDED 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ASPIRA WOMEN’S HEALTH 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2024 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024, between Aspira Women’s Health 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”).
Aspira Women’s Health Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementAspira Women's Health Inc. • February 10th, 2023 • In vitro & in vivo diagnostic substances • New York
Aspira Women’s Health Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2018 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York
PURCHASE AGREEMENTPurchase Agreement • March 30th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2023, is made by and between ASPIRA WOMEN’S HEALTH INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Exhibit 10.14 [AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO] STANDARD SUBLEASE (Short-form to be used with post 1995 AIR leases) 1. PARTIES. This Sublease, dated, for reference purposes only, August 25, 2000, is made by and between Ciphergen...Ciphergen Biosystems Inc • September 27th, 2000 • Services-commercial physical & biological research
TECHNOLOGY TRANSFER AGREEMENT BETWEEN MOLECULAR ANALYTICAL SYSTEMS, INC. AND ISP ACQUISITION CORPORATIONTechnology Transfer Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2023, is entered into by and between ASPIRA WOMEN’S HEALTH INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
Exhibit 10.10 STANDARD OFFICE LEASE - FULL SERVICE 1. BASIC LEASE PROVISIONS ("Basic Lease Provisions"): 1.1 DATE AND EFFECTIVE DATE: This Lease is dated MARCH 15, 1996, for reference purposes only. The Effective Date shall the date inserted below by...Office Lease • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • California
Exhibit 10.13 CIPHERGEN BIOSYSTEMS, INC. WILLIAM E. RICH EMPLOYMENT AGREEMENT This Agreement is entered into as of August 24, 2000, (the "Effective Date") by and between CIPHERGEN BIOSYSTEMS, INC. (the "Company"), and WILLIAM E. RICH ("Executive"). 1....Employment Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • California
Aspira Women’s Health Inc. Common Stock, par value $0.001 per share Underwriting AgreementAspira Women's Health Inc. • February 8th, 2021 • In vitro & in vivo diagnostic substances • New York
Aspira Women’s Health 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”) for whom William Blair & Company, L.L.C. and Truist Securities, Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of 6,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 900,000 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representatives” shall refer to just you.
Exhibit 10.11 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--GROSS 1. BASIC LEASE PROVISIONS ("BASIC LEASE PROVISIONS"): 1.1 DATE AND EFFECTIVE DATE: This Lease is dated March 20, 1996, for reference purposes only. The Effective Date shall XXX...Ciphergen Biosystems Inc • August 24th, 2000 • Services-commercial physical & biological research
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, between Aspira Women’s Health 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”).
EXHIBIT 10.1 CIPHERGEN BIOSYSTEMS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 20th, 2000 • Ciphergen Biosystems Inc • California
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Connecticut
THIS EMPLOYMENT AGREEMENT (this “Agreement”) between Aspira Women’s Health Inc., a Delaware corporation (the “Company”), and Torsten Hombeck (“Executive,” and together with the Company, the “Parties”) is effective as of June 15, 2023, or a date mutually agreeable to the parties (the “Effective Date”).
ContractVermillion, Inc. • May 23rd, 2013 • In vitro & in vivo diagnostic substances • New York
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO TRANSFER RESTRICTI
Exhibit 10.9 CIPHERGEN BIOSYSTEMS, INC. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by Ciphergen Biosystems (the "Company"), and the compensation now and hereafter paid to me, I hereby...Ciphergen Biosystems Inc • August 24th, 2000 • Services-commercial physical & biological research • California
UNDERWRITING AGREEMENTVermillion, Inc. • April 17th, 2018 • In vitro & in vivo diagnostic substances • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2006 • Ciphergen Biosystems Inc • Laboratory analytical instruments • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) between Ciphergen Biosystems, Inc., a Delaware corporation (the “Company”) and Gail Page (“Executive,” and together with the Company, the “Parties”) is effective as of December 31, 2005 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2014 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) between Vermillion, Inc., a Delaware corporation (the “Company”), and Valerie B. Palmieri (“Executive,” and together with the Company, the “Parties”) is effective as of January 1, 2015 (the “Effective Date”). This Agreement amends and restates the Employment Agreement between the Parties, dated October 23, 2014.
COMMON STOCK PURCHASE WARRANT ASPIRA WOMEN’S HEALTH INC.Aspira Women's Health Inc. • January 25th, 2024 • In vitro & in vivo diagnostic substances
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 July ____, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July ____, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ASPIRA WOMEN’S HEALTH 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).
Common Stock Purchase WarrantVermillion, Inc. • September 15th, 2014 • In vitro & in vivo diagnostic substances • New York
Vermillion, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on October 31, 2015 (subject to adjustment as set forth in Section 8, the “Expiration Date”), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $3.89 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this “Warrant”), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a contemplated series of warrants (collectively, the “Comp
CIPHERGEN BIOSYSTEMS, INC FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • March 20th, 2000 • Ciphergen Biosystems Inc • California
CONSULTING AGREEMENTConsulting Agreement • March 20th, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Texas
This Consulting Agreement (“Agreement”) is made and entered into as of the 18th day of March 2013 (the “Effective Date”), by and between Vermillion, Inc. (the “Company”) and Bruce A. Huebner (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties hereto (the “Parties”) agree as follows:
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASETechnology Transfer Agreement • August 4th, 2003 • Ciphergen Biosystems Inc • Laboratory analytical instruments • California
this technology transfer agreement (the “Agreement”) is made and entered into on this 7th day of April, 1997 (the “Effective Date”) and is retroactive to September 16, 1996 (the “Retroactive Date”), by and between molecular analytical systems, inc. (“MAS”), a Texas corporation with an address c/o Wagner, Kirkman & Blaine, 1792 Tribute Road, Suite 450, Sacramento, CA 95815, and illumesys pacific, inc. (“IllumeSys”), a California corporation with an address c/o Wagner, Kirkman & Blaine, 1792 Tribute Road, Suite 450, Sacramento, CA 95815.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2020 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated July 1, 2020, is entered into by and between (i) Aspira Women’s Health Inc., a Delaware corporation (the “Company”), and (ii) the investor listed on Schedule I (including its successors and permitted assigns, the “Investor”). To the extent that there are multiple Investors listed on Schedule I, all references herein to “the Investor” shall refer to each such Investor, severally and not jointly.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2013, between Vermillion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ASPIRA WOMEN’S HEALTH INC. Stock Option Award Agreement (non-employee)Stock Option Award Agreement • August 10th, 2022 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware
This Award is subject to your execution of this Award Agreement specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan and this Award Agreement, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have carefully considered the terms and conditions of the Plan and this Award, plus the information disclosed within the Plan prospectus and consulted with your personal legal and tax advisors about all of these documents.
TECHNOLOGY TRANSFER AGREEMENT BETWEEN MOLECULAR ANALYTICAL SYSTEMS, INC. AND ILLUMESYS PACIFIC, INC.Technology Transfer Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • California
COMMON STOCKLock-Up Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • New York
STOCKHOLDERS AGREEMENTStockholders Agreement • May 23rd, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York
This STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of May 13, 2013 by and among Vermillion, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Oracle Partners, LP and Oracle Ten Fund Master, LP (together, “Oracle”), Jack W. Schuler (“Schuler” and together with Oracle, the “Principal Purchasers”) and the other purchasers named in the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 17th, 2017 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated February 13, 2017, is entered into by and among (i) Vermillion, Inc., a Delaware corporation (the “Company”), and (ii) each investor listed on Schedule I (each, an “Investor” and, collectively, the “Investors”).
ASSISTANCE AGREEMENT BY AND BETWEEN THE STATE OF CONNECTICUT ACTING BY THE DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT (An Equal Opportunity Employer) AND VERMILLION, INC.Assistance Agreement • May 16th, 2016 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Connecticut
This ASSISTANCE AGREEMENT (the “Agreement”) is made and entered into by and between the STATE OF CONNECTICUT, (hereinafter the “State”), acting herein by Catherine Smith, its Commissioner of Economic and Community Development, (hereinafter the “Commissioner”), pursuant to Chapter 588l of the Connecticut General Statutes and VERMILLION, INC. (hereinafter the “Applicant” or “contractor”) acting herein by Valerie P. Palmieri, its duly authorized President and CEO.
LEASE AGREEMENTConstruction Agreement • September 27th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research
ASSIGNMENT AGREEMENTAssignment Agreement • August 1st, 2003 • Ciphergen Biosystems Inc • Laboratory analytical instruments • California
This Assignment Agreement (“Assignment Agreement”) is made and entered into on May 28, 2003 (the “Execution Date”) and is effective as of February 21, 2003 (the “Effective Date”) by and between Ciphergen Biosystems, Inc. (“CBI”), IllumeSys Pacific, Inc. (“IllumeSys”), and Ciphergen Technologies, Inc. (“CTI”), (collectively referred to herein as “Ciphergen”) on the one hand, and Molecular Analytical Systems, Inc. (“MAS”), LumiCyte, Inc. (“LumiCyte”), and T. William Hutchens (“Hutchens”), on the other. Ciphergen, MAS, LumiCyte, and Hutchens are sometimes referred to individually as a “Party” and collectively as the “Parties.”
