ContractWarrant Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractQuanterix Corp • July 21st, 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 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.
WARRANT TO PURCHASE PREFERRED STOCKQuanterix Corp • July 21st, 2017 • Laboratory analytical instruments • Delaware
This Warrant is being issued as one of a series of warrants pursuant to the terms of the Convertible Note and Warrant Purchase Agreement, dated as of March 1, 2012, by and among the Company and the purchasers therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement. Unless indicated otherwise, the number and type of shares of capital stock of the Company that Holder may purchase by exercising this Warrant is as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 14, 2014 and is entered into by and between QUANTERIX CORPORATION, a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among Quanterix Corporation and the Investors as defined herein Dated as of June 2, 2017Registration Rights Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 2nd day of June 2017, by and among Quanterix Corporation, a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (collectively, the “Investors,” and each individually, the “Investor”).
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among Quanterix Corporation; the Founders as defined herein; the Investors as defined herein and STRATEC as defined herein Dated as of June 2, 2017Stockholders Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of June 2, 2017, by and among Quanterix Corporation, a Delaware corporation (the “Company”), the individuals identified on Schedule A hereto as Founders (collectively, the “Founders,” and each individually, a “Founder”), the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively, the “Investors”), STRATEC Biomedical Systems AG (“STRATEC”), and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Founders, the Investors, STRATEC, and anyone who becomes a party to this Agreement pursuant to Section 7.16 below are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
QUANTERIX CORPORATIONQuanterix Corporation • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Massachusetts
On behalf of Quanterix Corporation (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer (“CEO”). The terms and conditions of your employment are set forth below.
Restricted Stock Agreement under the Quanterix CorporationRestricted Stock Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
Pursuant to the Quanterix Corporation 2007 Stock Option and Grant Plan, as amended from time to time (the “Plan”), Quanterix Corporation, a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, the Shares at the Per Share Purchase Price. Notwithstanding anything in this Restricted Stock Agreement (the “Agreement”) to the contrary, the Shares shall be subject to, and governed by, all the terms and conditions of the Plan, including, without limitation, Section 9 thereof concerning certain restrictions on transfer of Shares and related matters. To the extent there is any inconsistency between the terms of the Plan and of this Agreement, the terms of the Plan shall control unless specifically provided otherwise herein. The Grantee agrees to the provisions set forth herein and in the Plan and acknowledge
Incentive Stock Option Agreement under the Quanterix CorporationIncentive Stock Option Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
Pursuant to the Quanterix Corporation 2007 Stock Option and Grant Plan (the “Plan”), as amended, Quanterix Corporation, a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • California
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is entered into as of January 29, 2016, by and among (a) QUANTERIX CORPORATION, a Delaware corporation (“Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as “Lender”), and (c) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
Non-Qualified Stock Option Agreement under the Quanterix CorporationNon-Qualified Stock Option Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
Pursuant to the Quanterix Corporation 2007 Stock Option and Grant Plan (the “Plan”), as amended, Quanterix Corporation, a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 4, 2015 and is entered into by and among QUANTERIX CORPORATION, a Delaware corporation, (the “Borrower”), and the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement.
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • California
This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is entered into as of March 31, 2017, but is effective as of March 1, 2017, by and among (a) QUANTERIX CORPORATION, a Delaware corporation (“Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as “Lender”), and (c) HERCULES CAPITAL, INC. (formerly known as Hercules Technology Growth Capital, Inc.), a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
113 HARTWELL AVENUE LEXINGTON, MASSACHUSETTS LEASE SUMMARY SHEETIndenture of Lease • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Massachusetts
THIS INDENTURE OF LEASE (this “Lease”) is hereby made and entered into on the Execution Date by and between Landlord and Tenant.
FIRST AMENDMENT TO LEASETo Lease • July 21st, 2017 • Quanterix Corp • Laboratory analytical instruments • Massachusetts
This First Amendment to Lease (this “First Amendment”) is made as of August , 2014, by and between KING 113 HARTWELL LLC, a Massachusetts limited liability company with an address of 200 CambridgePark Drive, Cambridge, MA 02140 (“Landlord”), and QUANTERIX CORPORATION, a Delaware corporation with an address of 113 Hartwell Avenue, Lexington, MA 02421 (“Tenant”).
