ContractWarrant Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractQuanterix Corp • November 9th, 2017 • 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, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
WARRANT TO PURCHASE PREFERRED STOCKQuanterix Corp • November 9th, 2017 • Laboratory analytical instruments • Delaware
This Warrant is being issued as one of a series of warrants pursuant to the terms of the Convertible Note and Warrant Purchase Agreement, dated as of March 1, 2012, by and among the Company and the purchasers therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement. Unless indicated otherwise, the number and type of shares of capital stock of the Company that Holder may purchase by exercising this Warrant is as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 14, 2014 and is entered into by and between QUANTERIX CORPORATION, a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among Quanterix Corporation and the Investors as defined herein Dated as of June 2, 2017Registration Rights Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 2nd day of June 2017, by and among Quanterix Corporation, a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (collectively, the “Investors,” and each individually, the “Investor”).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • California
This AGREEMENT is entered into as of the 23rd day of November, 2016 by Paramit Corporation, a California corporation (referred to in this Agreement as “Paramit” or “Supplier”), and Quanterix, Inc., a Delaware corporation (referred to in this Agreement as “Customer”). Each of Paramit and Customer may be referred to herein as a “Party” and are jointly referred to as the “Parties.”
SUPPLY AND MANUFACTURING AGREEMENTSupply and Manufacturing Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
This SUPPLY AND MANUFACTURING AGREEMENT (this “Agreement”) is made by and between STRATEC Biomedical AG (formerly STRATEC Biomedical Systems AG), a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (“STRATEC”) and Quanterix Corporation, One Kendall Square, Suite B14201, Cambridge, MA 02139 (hereinafter referred to as “QTX”, and both STRATEC and QTX are referred to as the Parties). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Development Agreement (as defined below).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
THIS AMENDED AND RESTATED LICENSE AGREEMENT (hereinafter the “Agreement”) is made this 22nd day of December, 2016 (the “Effective Date”):
STRATEC DEVELOPMENT SERVICES AND EQUITY PARTICIPATION AGREEMENTStratec Development Services and Equity Participation Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
THIS STRATEC DEVELOPMENT SERVICES AND EQUITY PARTICIPATION AGREEMENT (“Development Agreement”) is effective as of August, 15, 2011 (the “Effective Date”) and is made by and between STRATEC Biomedical Systems AG, a stock corporation formed under the laws of the Federal Republic of Germany, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany (hereinafter referred to as “STRATEC”), and Quanterix Corporation, One Kendall Square, Suite B14201, Cambridge, MA 02139 (hereinafter referred to as “QTX”, and both STRATEC and QTX are referred to as the “Parties”). The Parties enter into this Agreement pursuant to 35 U.S.C. §103 (c), and the Parties wish to create the opportunity to avail themselves, should they so desire, of the protections of the Cooperative Research and Technology Enhancement (“CREATE”) Act, P.L. 108-453 for the work conducted by them hereunder.
FIRST AMENDMENT TO STRATEC DEVELOPMENT SERVICES and EQUITY PARTICIPATION AGREEMENT and SECOND AMENDMENT TO SUPPLY and MANUFACTURING AGREEMENTManufacturing Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments
This Amendment (the “1st and 2nd Amendment”) is made and entered into effective as of November 18, 2016, by and between Quanterix Corporation, a company organized and existing pursuant to the laws of Delaware, U.S.A. (“QTX”), and STRATEC Biomedical AG, a company organized and existing pursuant to the laws of Federal Republic of Germany (“STRATEC”). QTX and STRATEC each may be referred to herein individually as a “Party”, or collectively as the “Parties”.
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments
This Agreement and Amendment No. 2 to the License Agreement (“Second Amendment Agreement”) is dated and effective as of August 22, 2017 (the “Second Amendment Effective Date”), and is made by and between the TRUSTEES OF TUFTS COLLEGE, a/k/a TUFTS UNIVERSITY, a Massachusetts non-profit educational corporation having offices at the Office of Technology Transfer and Industry Collaboration, Suite 75K-950, 136 Harrison Avenue, Boston, MA 02111 (“TUFTS”), and QUANTERIX CORPORATION (f/k/a Digital Genomics, Inc.), a Delaware corporation with a principal place of business at 113 Hartwell Avenue, Lexington, MA 02421 (“LICENSEE”). Each of LICENSEE and TUFTS may be referred to individually herein as a “Party” or collectively as the “Parties”.
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among Quanterix Corporation; the Founders as defined herein; the Investors as defined herein and STRATEC as defined herein Dated as of June 2, 2017Stockholders Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of June 2, 2017, by and among Quanterix Corporation, a Delaware corporation (the “Company”), the individuals identified on Schedule A hereto as Founders (collectively, the “Founders,” and each individually, a “Founder”), the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively, the “Investors”), STRATEC Biomedical Systems AG (“STRATEC”), and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Founders, the Investors, STRATEC, and anyone who becomes a party to this Agreement pursuant to Section 7.16 below are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
FIRST AMENDMENT TO SUPPLY AND MANUFACTURING AGREEMENTSupply and Manufacturing Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments
THIS AMENDMENT (the “Amendment”) is made and entered into effective as of October 17, 2013, by and between QUANTERIX CORPORATION, a company organized and existing pursuant to the laws of Delaware, U.S.A. (“QTX”), and STRATEC BIOMEDICAL AG, a company organized and existing pursuant to the laws of the Federal Republic of Germany (“STRATEC”). QTX and STRATEC each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
QUANTERIX CORPORATIONQuanterix Corporation • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Massachusetts
On behalf of Quanterix Corporation (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer (“CEO”). The terms and conditions of your employment are set forth below.
Restricted Stock Agreement under the Quanterix CorporationRestricted Stock Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
Pursuant to the Quanterix Corporation 2007 Stock Option and Grant Plan, as amended from time to time (the “Plan”), Quanterix Corporation, a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, the Shares at the Per Share Purchase Price. Notwithstanding anything in this Restricted Stock Agreement (the “Agreement”) to the contrary, the Shares shall be subject to, and governed by, all the terms and conditions of the Plan, including, without limitation, Section 9 thereof concerning certain restrictions on transfer of Shares and related matters. To the extent there is any inconsistency between the terms of the Plan and of this Agreement, the terms of the Plan shall control unless specifically provided otherwise herein. The Grantee agrees to the provisions set forth herein and in the Plan and acknowledge
Incentive Stock Option Agreement under the Quanterix CorporationIncentive Stock Option Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
Pursuant to the Quanterix Corporation 2007 Stock Option and Grant Plan (the “Plan”), as amended, Quanterix Corporation, a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • California
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is entered into as of January 29, 2016, by and among (a) QUANTERIX CORPORATION, a Delaware corporation (“Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as “Lender”), and (c) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
Non-Qualified Stock Option Agreement under the Quanterix CorporationNon-Qualified Stock Option Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Delaware
Pursuant to the Quanterix Corporation 2007 Stock Option and Grant Plan (the “Plan”), as amended, Quanterix Corporation, a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 4, 2015 and is entered into by and among QUANTERIX CORPORATION, a Delaware corporation, (the “Borrower”), and the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement.
EXCLUSIVE LICENSE AGREEMENT betweenExclusive License Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Massachusetts
This Exclusive License Agreement (together with its Appendices, the “Agreement”) is effective as of June , 2007 (“Effective Date”) by and between the TRUSTEES OF TUFTS COLLEGE, a/k/a TUFTS UNIVERSITY, a Massachusetts non-profit educational corporation having offices at the Office of Technology Licensing and Industry Collaboration, 136 Harrison Avenue, Boston, MA 02111 (“TUFTS”), and Digital Genomics, Inc., a Delaware corporation with a principal place of business at 1 Memorial Drive, 7th Floor, Cambridge, MA 02124, c/o Flagship Ventures (“LICENSEE”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • California
This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is entered into as of March 31, 2017, but is effective as of March 1, 2017, by and among (a) QUANTERIX CORPORATION, a Delaware corporation (“Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as “Lender”), and (c) HERCULES CAPITAL, INC. (formerly known as Hercules Technology Growth Capital, Inc.), a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, “Agent”).
FIRST AMENDMENT TO LEASELease • November 9th, 2017 • Quanterix Corp • Laboratory analytical instruments • Massachusetts
This First Amendment to Lease (this “First Amendment”) is made as of August , 2014, by and between KING 113 HARTWELL LLC, a Massachusetts limited liability company with an address of 200 CambridgePark Drive, Cambridge, MA 02140 (“Landlord”), and QUANTERIX CORPORATION, a Delaware corporation with an address of 113 Hartwell Avenue, Lexington, MA 02421 (“Tenant”).
