0000950123-07-011332 Sample Contracts

LOAN AND SECURITY AGREEMENT Dated as of February 7, 2007, between NANOSPHERE, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, as “Lender”
Loan and Security Agreement • August 13th, 2007 • Nanosphere Inc • California

The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and. will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).

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NANOSPHERE, INC. OPTION AWARD AGREEMENT (Cliff-vested, performance-accelerated) FOR NAME
Option Award Agreement • August 13th, 2007 • Nanosphere Inc
NANOSPHERE, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Time vested) FOR NAME
Non-Qualified Stock Option Award Agreement • August 13th, 2007 • Nanosphere Inc
EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2007 • Nanosphere Inc • Illinois

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 19, 2004 (the “Effective Date”), between NANOSPHERE, INC., a Delaware corporation having an office at 4088 Commercial Avenue, Northbrook, Illinois 60062 (the “Company’), and WILLIAM P. MOFFITT, an individual residing at 412 Rmsey Road, Yardley, Pennsylvania 19067 (“Employee”).

Nanosphere, Inc.
Non-Disclosure Agreement • August 13th, 2007 • Nanosphere Inc • Illinois

(NOTE: BEFORE SIGNING, PROSPECTIVE EMPLOYEES SHOULD READ THE FOLLOWING AGREEMENT IN ITS ENTIRETY, MAKE CERTAIN THAT THEY UNDERSTAND IT, AND IF DESIRED, REVIEW IT WITH THEIR ATTORNEYS AND ADVISORS.)

CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
Confidential Severance Agreement and General Release • August 13th, 2007 • Nanosphere Inc • Illinois

This Confidential Severance Agreement and General Release (the “Agreement”) is made and entered into by and between Nanosphere, Inc. (the “Company”) and Stephen Wasko (“Employee”) (collectively, “the Parties”).

LEASE BY AND BETWEEN MOTOROLA, INC., a Delaware corporation as Landlord and NANOSPHERE, INC. a Delaware corporation, as Tenant.
Lease • August 13th, 2007 • Nanosphere Inc • Illinois

THIS LEASE (“Lease”), made and entered into this 24th day of March, 2003, between MOTOROLA, INC., a Delaware corporation, having an office at 1303 East Algonquin Road, Schaumburg, Illinois 60196, (hereinafter called “Landlord”) and NANOSPHERE, INC., a Delaware corporation, having an address at 1818 Skokie Boulevard, Northbrook, IL 60062 (hereinafter called “Tenant”);

CONSULTING AND NON-COMPETITION AGREEMENT Nanosphere, Inc.
Consulting and Non-Competition Agreement • August 13th, 2007 • Nanosphere Inc • Illinois

THIS CONSULTING AGREEMENT (this “Agreement”) is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Chad A Mirkin (“Consultant”) as of the 31st day of October, 2002.

NANOSPHERE, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2007 • Nanosphere Inc • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of April 12, 2006 by and among Nanosphere, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule B attached hereto (together with their permitted successors, assigns and transferees, the “Series B Stockholders”), the Persons listed on Schedule C attached hereto (together with their permitted successors, assigns and transferees, the “Series C Stockholders”), the Persons listed on Schedule C-2 attached hereto (together with their permitted successors, assigns and transferees, the “Series C-2 Stockholders”), the Persons listed on Schedule D attached hereto (together with their permitted successors, assigns and transferees, the “Series D Stockholders” and together with the Series B Stockholders, the Series C Stockholders, the Series C-2 Stockholders, the “Investor Stockholders”) and the Persons listed on Schedule F attached hereto (together with their permitted successors,

NANOSPHERE, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT (Time vested) FOR NAME
Incentive Stock Option Award Agreement • August 13th, 2007 • Nanosphere Inc
NANOSPHERE, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • August 13th, 2007 • Nanosphere Inc • Illinois

RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 16, 2006, by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Mr. William P. Moffitt, an individual resident in the State of Illinois (“Purchaser”).

NANOSPHERE, INC. OPTION AWARD AGREEMENT FOR (NAME)
Option Award Agreement • August 13th, 2007 • Nanosphere Inc
NANOSPHERE, INC. OPTION AWARD AGREEMENT FOR (NAME)
Option Award Agreement • August 13th, 2007 • Nanosphere Inc
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