0001193125-14-242205 Sample Contracts

ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New York
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OFFICE LEASE KILROY REALTY PACIFIC CORPORATE CENTER KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and ROKA BIOSCIENCE, INC., a Delaware corporation, as Tenant.
Office Lease • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and ROKA BIOSCIENCE, INC., a Delaware corporation (“Tenant”).

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ROKA BIOSCIENCE, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of [Date], by and between ROKA BIOSCIENCE, INC., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

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Contract
Roka BioScience, Inc. • June 19th, 2014 • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD 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.

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Contract
Loan and Security Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 21, 2013, by and between Comerica Bank (“Bank”) and ROKA BIOSCIENCE, INC. (“Borrower”).

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Contract
Roka BioScience, Inc. • June 19th, 2014 • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD 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.

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Employment Agreement
Employment Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey

This Employment Agreement (“Agreement”), effective as of September 11, 2009, is entered into between ROKA BIOSCIENCE, INC., a Delaware corporation, having its principal place of business at 10210 Genetic Center Drive, San Diego, CA 92121 (“Employer”), and STEVEN T. SOBIESKI, an individual residing at 8 Yellow Brook Drive, Colts Neck, New Jersey 07722 (“Executive”) (each a “Party” and together, the “Parties”).

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LEASE AGREEMENT BETWEEN NORMANDY WARREN HOLDINGS, LLC, a Delaware Limited Liability Company, LANDLORD, -AND- ROKA BIOSCIENCE, INC., a Delaware Corporation, TENANT DATED: May 16, 2011
Lease Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey

This LEASE AGREEMENT (this “Lease”) is dated May 16, 2011 and is between NORMANDY WARREN HOLDINGS, LLC, a Delaware limited liability company (“Landlord”), and ROKA BIOSCIENCE, INC., a Delaware corporation (“Tenant”).

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LICENSE AGREEMENT
License Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of September 10, 2009 by and between ROKA BIOSCIENCE, INC., a Delaware corporation (“Company”), and GEN-PROBE INCORPORATED, a Delaware corporation (“Gen-Probe”), and shall become effective as of the Effective Date.

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MATERIALS SUPPLY AGREEMENT
Confidential Treatment • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

THIS MATERIALS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of September 10, 2009 (the “Effective Date”) by and between GEN-PROBE INCORPORATED, a Delaware corporation with a principal place of business at 10210 Genetic Center Drive, San Diego, CA 92121 (“Supplier”), and ROKA BIOSCIENCE, INC., a Delaware corporation with a principal place of business at 10210 Genetic Center Drive, Suite 101, San Diego, CA 92121 (“Purchaser”). Purchaser and Supplier may be referred to individually herein as a “Party,” and collectively as the “Parties.”

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SUPPLY AGREEMENT
Supply Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

THIS SUPPLY AGREEMENT (the “Supply Agreement”) is made effective as of May 27, 2011 (the “Effective Date”) by and between Gen-Probe Incorporated, a company incorporated under the laws of the State of Delaware (“Gen-Probe”), and Roka Bioscience, Inc., a company incorporated under the laws of the State of Delaware (“Roka”). Roka and Gen-Probe may hereafter be referred to collectively as the “Parties” and individually as a “Party”.

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FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
-Sale Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those holders of the Company’s Common Stock listed on Exhibit A hereto (referred to hereinafter as the “Common Holders” and each individually as a “Common Holder”), the persons and entities listed on Exhibit B hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”, and together with the Common Holders, the “Stockholders”) and each other person or entity who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).

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ROKA BIOSCIENCE, INC. EMPLOYEE CONFIDENTIALITY, INVENTIONS, NON-INTERFERENCE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT
Solicitation and Non-Competition Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey

This Agreement is entered into as of by and between Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the person identified on the signature page to this Agreement (the “Employee”).

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SERIES E PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Series E Preferred Stock and Warrant Purchase Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Series E Preferred Stock and Warrant Purchase Agreement, dated as of June 13, 2013 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Series D Preferred Stock Purchase Agreement, dated as of December 19, 2011 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Contract
Roka BioScience, Inc. • June 19th, 2014 • Laboratory analytical instruments • Delaware

THIS WARRANT AND THE SECURITIES PURCHASABI.E HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITEES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

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SERIES E PREFERRED STOCK PURCHASE AGREEMENT
Series E Preferred Stock Purchase Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Series E Preferred Stock Purchase Agreement, dated as of November 20, 2013 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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FOURTH AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Fourth Amended and Restated Voting Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock listed on Exhibit A hereto (referred to hereinafter as the “Key Holders” and each individually as a “Key Holder”) and the persons and entities listed on Exhibit B hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”, and together with the Key Holders, the “Stockholders”).

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FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 20th day of November, 2013 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”), the stockholders listed on Exhibit B attached hereto (referred to hereinafter as the “Common Holders”), each other Person (as defined herein) who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).

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SECOND AMENDMENT TO LICENSE AGREEMENT
License Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

This Second Amendment to License Agreement (the “Amendment”) is entered into effective as of June 13, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Company”).

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SERIES C PREFERRED STOCK PURCHASE AGREEMENT
Series C Preferred Stock • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This Series C Preferred Stock Purchase Agreement, dated as of April 29, 2011 (this “Agreement”), is entered into by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the several purchasers named in Attachment 1 attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SUBLEASE
Lease Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New Jersey

This LEASE AGREEMENT (this “Lease”) is dated August 20, 2007 and is between NORMANDY WARREN HOLDINGS, LLC, a Delaware Limited Liability Company (“Landlord”), and AETERNA ZENTARIS, INC., a Delaware Corporation (“Tenant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

This Employment Agreement (“Agreement”), dated July 1, 2012, is entered into between ROKA. BIOSCIENCE, INC., a Delaware corporation, having its corporate headquarters at 20 Independence Blvd., 4th Floor, Warren, NJ 07059 (“Employer”), and WALTER M. NARAJOWSKI, an individual residing at 84 Blue Lagoon, Laguna Beach, CA 92651 (“Employee”) (Employer and Employee, each a “Party” and together, the “Parties”).

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FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

This First Amendment to License Agreement (the “Amendment”) is entered into effective as of May 27, 2011 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Company”).

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FIRST AMENDMENT TO SUPPLY AGREEMENT
Supply Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware

This First Amendment to Supply Agreement (the “Amendment”) is entered into effective as of June 12, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Roka”).

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FIRST AMENDMENT TO MATERIALS SUPPLY AGREEMENT
Materials Supply Agreement • June 19th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California

This First Amendment to Materials Supply Agreement (the “Amendment”) is entered into effective as of May 27, 2011 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Supplier”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Purchaser”).

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