WARRANT AGREEMENT BIONANO GENOMICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENTWarrant Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2018, is by and between BIONANO GENOMICS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 5, 2016Investors’ Rights Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This will confirm that in consideration of the Series D-1 Investors’ agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the “Company”), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:
BIONANO GENOMICS, INC. UNDERWRITING AGREEMENT [ ] UnitsUnderwriting Agreement • August 15th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
Bionano Genomics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of [ ] units (each a “Unit” and collectively, the “Units”), each consisting of one share of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Firm Shares”) and one warrant (each a “Firm Warrant” and collectively, the “Firm Warrants”) to purchase one share of Common Stock (collectively, the “Firm Units”). The Common Stock that is issuable upon the exercise of either the Firm Warrants or the Option Warrants (as defined below) to be issued in this offering shall be referred to herein as the “Warrant Shares.” The Company also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 4 hereof,
BIONANO GENOMICS, INC. OMNIBUS AMENDMENT TO SERIES B-1 WARRANTSBioNano Genomics, Inc • August 15th, 2018 • Laboratory analytical instruments • Delaware
This OMNIBUS AMENDMENT TO SERIES B-1 WARRANTS (this “Amendment”) is entered into effective as of August 14, 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 Holders (each a “Holder” and collectively the “Holders”).
OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTESBioNano Genomics, Inc • August 15th, 2018 • Laboratory analytical instruments • California
This OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”) is entered into effective as of August 14, 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 “Lender” and collectively the “Lenders”).
BIONANO GENOMICS, INC. OMNIBUS AMENDMENT TO SERIES D WARRANTSBioNano Genomics, Inc • August 15th, 2018 • Laboratory analytical instruments • Delaware
This OMNIBUS AMENDMENT TO SERIES D WARRANTS (this “Amendment”) is entered into effective as of August 14, 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 Holders (each a “Holder” and collectively the “Holders”).
