NANOSTRING TECHNOLOGIES, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
ContractNanoString Technologies Inc • May 20th, 2013 • Biological products, (no disgnostic substances) • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK of NANOSTRING TECHNOLOGIES, INC. Void after the date specified in Section 8Series D Purchase Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Warrant together with all warrants originally issued pursuant to the Note and Warrant Purchase Agreement dated as of June 23, 2011 by and among the Company, the Original Holder and the other Investors (as defined therein) (the “Bridge Purchase Agreement”) and all other warrants to purchase shares of Series D Preferred Stock issued pursuant to the Series D Preferred Stock and Warrant Purchase Agreement dated November 1, 2011 (the “Series D Purchase Agreement”) are referred to herein as the “Warrants.”
AMENDMENT NO. 2 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
This Amendment No. 2 to Exclusive License Agreement (“Amendment”) is entered into on May 17, 2007, by and between the Institute for Systems Biology (the “Institute”), a Washington nonprofit corporation, having its principal place of business at 1441 No. 34th Street, Seattle, WA 98103 and NanoString Technologies, Inc. (“Licensee”), a Delaware corporation, having its principal place of business at 201 Elliott Ave. W., Suite 300, Seattle, WA 98119.
NANOSTRING TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 29, 2012Investors’ Rights Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) dated as of November 29, 2012 and effective as of the Effective Time (as defined below) is made by and among Krassen Dimitrov, Dwayne Dunaway and Amber Ratcliffe (each individually a “Founder” and collectively the “Founders”), H. Perry Fell and John Sowatsky (each individually a “Major Common Holder” and collectively with the Founders the “Common Holders”), NanoString Technologies, Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock (“Series A Preferred Stock”) of the Company listed on Exhibit A to this Agreement (the “Series A Holders”), the holders of Series B Preferred Stock (the “Series B Preferred Stock”) of the Company listed on Exhibit A to this Agreement (the “Series B Holders”), the holders of Series C Preferred Stock (the “Series C Preferred Stock”) of the Company listed on Exhibit A to this Agreement and (the “Series C Holders”), the holders of Series D Preferred Stock (
ContractNanoString Technologies Inc • May 20th, 2013 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 21st day of May, 2009, by and between BMR-530 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and NANOSTRING TECHNOLOGIES, INC. (“Tenant”).
FOURTH AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT dated July 7, 2010 by and between BIOCLASSIFIER, LLC and NANOSTRING TECHNOLOGIES, INC.Exclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • New York
This Amended and Restated Exclusive License Agreement (“Agreement”) is entered into as of the 7th day of July, 2010 (“Effective Date”), by and between BIOCLASSIFIER, LLC, a Missouri limited liability company having an address at 226 Spencer Road, Saint Louis, MO, 63119 (“Licensor”) and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation having an address at 530 Fairview Avenue North, Suite 2000, Seattle, WA 98109, (“Licensee”). Licensor and Licensee are sometimes referred to herein each individually as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 16 day of June, 2010, by and between BMR-530 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
EXCLUSIVE LICENSE AGREEMENT Between NanoString Technologies, Inc. (Licensee) And The Institute for Systems Biology (INSTITUTE)Exclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Exclusive License Agreement (hereinafter called “Agreement”), is entered into as of February 4, 2004 by and between The Institute for Systems Biology (the “Institute”), a Washington nonprofit corporation, having its principal place of business at 1441 No. 34th Street, Seattle, WA 98103, and NanoString Technologies, Inc, (“Licensee”), and shall be effective upon satisfaction of Licensee’s obligations pursuant to Sections 4.1 and 6.2 of this Agreement (the “Effective Date”).
THIRD AMENDMENT TO LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
of the TIs shall be selected by Tenant and approved by Landlord, which approval Landlord shall not unreasonably withhold, condition or delay. Landlord may refuse to use any architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony or that do not provide a commercial standard of service appropriate for an institutional-quality asset. Landlord acknowledges that it does not have any required vendors, contractors or subcontractors that Tenant shall be required to use during construction of the TIs.
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
This Amendment No. 1 to Exclusive License Agreement (“Amendment”) is entered into on February 5, 2007, by and between the Institute for Systems Biology (the “Institute”), a Washington nonprofit corporation, having its principal place of business at 1441 No. 34th Street, Seattle, WA 98103 and NanoString Technologies, Inc. (“Licensee”), a Delaware corporation, having its principal place of business at 201 Elliott Ave. W., Suite 300, Seattle, WA 98119.
ContractNanoString Technologies Inc • May 20th, 2013 • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LEASELease • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances)
This Work Letter (the “Work Letter”) is made and entered into as of the 19th day of October, 2007, by and between BMR-530 FAIRVIEW AVENUE LLC, a Delaware limited liability company (“Landlord”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of that certain Lease dated as of October 19, 2007 (the “Lease”), by and between Landlord and Tenant for the Premises located at 530 Fairview Avenue in Seattle, Washington. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Lease.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • California
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 30, 2013, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”).
AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment to Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made as of December 20, 2012 by and among NanoString Technologies, Inc., a Delaware corporation (the “Company”) and the undersigned Requisite Investors (as defined below). The Amendment amends the terms of the Amended and Restated Investors’ Rights Agreement dated November 29, 2012 (the “Investors’ Rights Agreement”) by and among the Company, the Investors (as defined Investors’ Rights Agreement) and certain other persons. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Investors’ Rights Agreement.
NANOSTRING TECHNOLOGIES, INC. JOHN WAYNE COWENS EMPLOYMENT AGREEMENTCowens Employment Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Agreement is entered into as of January 31, 2011 (the “Agreement”) by and between NanoString Technologies, Inc., a Delaware corporation (the “Company”), and John Wayne Cowens, M.D. (“Executive”).
NANOSTRING TECHNOLOGIES, INC. BRUCE SEELEY EMPLOYMENT AGREEMENTBruce Seeley Employment Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Agreement is entered into as of May 18, 2012 (this “Agreement”) by and between NanoString Technologies, Inc., a Delaware corporation (the “Company”), and Bruce Seeley (“Executive”).
ContractNanoString Technologies Inc • May 20th, 2013 • Biological products, (no disgnostic substances) • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
NANOSTRING TECHNOLOGIES, INC. ROBERT BRADLEY GRAY EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2013 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Washington
This Agreement is entered into as of May 24, 2010 (this “Agreement”) by and between NanoString Technologies, Inc., a Delaware corporation (the “Company”), and Robert Bradley Gray (“Executive”).
