REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Purchasers (the “Purchase Agreement”).
PLACEMENT AGENT WARRANT NO. 2Roka BioScience, Inc. • September 22nd, 2016 • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ROTH CAPITAL PARTNERS, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that Shareholder Approval (as defined in the Purchase Agreement) is obtained and effective (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Roka Bioscience, Inc., a Delaware corporation (the “Company”), up to 1,183,429 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
VOTING AGREEMENTVoting Agreement • September 22nd, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments • New York
This VOTING AGREEMENT is dated as of September 21, 2016 (this “Agreement”), by and between Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the shareholder named on the signature page hereto under the heading “Shareholder” (the “Shareholder”).
STRICTLY CONFIDENTIALRoka BioScience, Inc. • September 22nd, 2016 • Laboratory analytical instruments
