CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 13th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of June 29, 2018 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and BIONANO GENOMICS, INC., a Delaware corporation (“BioNano”) and the other entities from time to time party to this Agreement as borrowers, provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractBioNano Genomics, Inc • July 13th, 2018 • 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 SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTESPurchase Agreement • July 13th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”) is entered into effective as of June 29, 2018, by and among BioNano Genomics, Inc., a Delaware corporation (the “Company”), and each of those persons and entities identified on the signature pages hereto as Lenders (each a “Holder” and collectively the “Holders”).
AMENDMENT TO PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • July 13th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
THIS AMEDMENT TO PATENT SUBLICENSE AGREEMENT (this “Amendment”) is made this 28th day of June, 2018 (the “Amendment Effective Date”) between:
BIONANO GENOMICS, INC. SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTPurchase Agreement • July 13th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This Second Amendment (this “Amendment”) to that certain Note Purchase Agreement, dated as of February 9, 2018, by and among BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Investors attached thereto (the “Investors”), as previously amended on April 2, 2018 (the “Purchase Agreement”), is made and entered into as of June 29, 2018 by and among the Company and the Investors listed on the signature pages to this Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement.
