UNDERWRITING AGREEMENT between SIGNAL GENETICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters SIGNAL GENETICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • New York
The undersigned, Signal Genetics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SIGNAL GENETICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Delaware
This Indemnification Agreement (“Agreement”), dated as of [__], 2014, is by and between Signal Genetics, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
LICENSE AGREEMENTLicense Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Arkansas
THIS LICENSE AGREEMENT (this “AGREEMENT”) is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207, United States of America (hereinafter “UNIVERSITY”), and Myeloma Health LLC, a Delaware limited liability company having a principal office at 667 Madison Avenue, 14th Floor, New York, New York 10065 (hereinafter “LICENSEE”), as of the EFFECTIVE DATE (as later defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • New York
This Employment Agreement (the “Agreement”) is entered into effective as of October 31, 2012 (the “Effective Date”) between Signal Genetics, LLC (the “Company” or “SG”) and Samuel D. Riccitelli (“Executive”). (Executive and the Company are referenced collectively herein as the “Parties.”)
REFERENCE LABORATORY SERVICES AGREEMENTReference Laboratory Services Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Arkansas
This Reference Laboratory Services Agreement (the “Agreement”) made this March 21, 2011, by and between The Board of Trustees of the University of Arkansas acting for and on behalf of the UNIVERSITY OF ARKANSAS FOR MEDICAL SCIENCES’ Clinical Laboratory (hereinafter called “UAMS”) and SIGNAL GENETICS LLC, a Delaware limited liability company, (hereinafter called “LABORATORY”) with reference to the following facts:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SIGNAL GENETICS, LLC a Delaware Limited Liability Company Dated as of January 1, 2011Limited Liability Company Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Delaware
April 01, 2010Signal Genetics LLC • March 19th, 2014 • Services-medical laboratories
In accordance with Article 5.1(e), Reimbursement of Patent Prosecution Costs, of the License Agreement, dated April 01, 2010, between Myeloma Health, LLC and the Board of Trustees of the university of Arkansas (“University”), Myeloma Health, LLC shall reimburse the University for (i) one hundred percent (100%) of the gene expression profiling only patent costs, (ii) fifty percent (50%) of combination of gene expression profiling and fluorescence in situ hybridization (FISH) patent costs, and (iii) zero percent (0%) of the fluorescence in situ-hybridization (FISH)-only patent costs incurred by University and paid to third parties in connection with the preparation, filing, prosecution and maintenance of patent applications and patents.
INCENTIVE UNITS AGREEMENTIncentive Units Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • Delaware
This INCENTIVE UNITS AGREEMENT (this “Agreement”) dated as of October 31, 2012 (the “Date of Grant”), provides for the granting of Class B Units in Signal Genetics, LLC, a Delaware limited liability company (the “Company”), to Samuel D. Riccitelli (the “Executive”), an employee of the Company.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories
THIS FIRST AMENDMENT (this “AMENDMENT”), made as of September 1, 2010 amends the certain License Agreement, effective as of April 1, 2010 (the “AGREEMENT”), entered into by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207, United States of America (hereinafter “UNIVERSITY”), and Myeloma Health LLC, a Delaware limited liability company having a principal office at 667 Madison Avenue, 14th Floor, New York, New York 10065 (hereinafter “LICENSEE”), and shall be effective as of the EFFECTIVE DATE (as such term is defined in the AGREEMENT).
SIGNAL GENETICS LLC 667 MADISON AVENUE 14TH FLOOR NEW YORK, NY 10065 October 9, 2013Employment Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories
Re: Amendment to (1) Employment Agreement Between Signal Genetics, LLC and Samuel D. Riccitelli, dated as of October 31, 2012 (the “Employment Agreement”) and (2) Incentive Units Agreement Between Signal Genetics, LLC and Samuel D. Riccitelli, dated as of October 31, 2012 (the “Incentive Units Agreement”)
GUARANTY AND SECURITY AGREEMENT Dated as of November 3, 2011 among SIGNAL GENETICS, LLC, MYELOMA HEALTH LLC, RESPIRA HEALTH LLC and CC HEALTH LLC, as the Borrowers, and Each Other Grantor From Time to Time Party Hereto and LEBOW ALPHA LLLP, as LenderGuaranty and Security Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories • New York
THIS GUARANTY AND SECURITY AGREEMENT, dated as of November 3, 2011, between SIGNAL GENETICS LLC, a Delaware limited liability company (“Signal”), MYELOMA HEALTH LLC, a Delaware limited liability company (“Myeloma Health”), RESPIRA HEALTH LLC, a Delaware limited liability company (“Respira”) and CC HEALTH LLC, a Delaware limited liability company (“CC Health”) (collectively, the “Borrowers”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.5 (together with the Borrowers, the “Grantors”), in favor of LEBOW ALPHA LLLP, a Delaware limited liability limited partnership, as Lender (the “Lender”).
February 25, 2014 Sam Riccitelli President & CEO Myeloma Health, LLC 667 Madison Avenue, 14th Floor New York, NY 10065 Dear Mr. Riccitelli,Signal Genetics LLC • March 19th, 2014 • Services-medical laboratories
In accordance with Article 5.1(e), Reimbursement of Patent Prosecution costs, of the License agreement, dated April 01,2010, between Myeloma Health, LLC and the Board of Trustees of the University of Arkansas (“University”), Myeloma Health, LLC shall reimburse the University for (i) one hundred percent (100%) of the gene expression profiling only patent costs, (ii) fifty percent (50%) of combination of gene expression profiling and fluorescence in situ hybridization (FISH) patent costs, and (iii) zero percent (0%) of the fluorescence in situ hybridization (FISH)-only patent costs incurred by University and paid to third parties in connection with the preparation, filing, prosecution and maintenance of patent applications and patents.
AMENDMENT #3 to the LICENSE AGREEMENTLicense Agreement • March 19th, 2014 • Signal Genetics LLC • Services-medical laboratories
This Amendment No. 3 (“Amendment No. 3”) is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207 (hereinafter “University”), and Myeloma Health LLC, a Delaware limited liability company having a principal office at 667 Madison Avenue, 14th Floor, New York, New York 10065 (hereinafter “Licensee”).
