SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, between Nanosphere, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2015, between Nanosphere, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC.Security Agreement • June 11th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mark Viklund 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 is six months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 8, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nanosphere, Inc., a Delaware corporation (the “Company”), up to 2,167 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “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).
COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC.Common Stock Purchase Warrant • December 18th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nanosphere, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “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).
COMMON STOCK PURCHASE WARRANT NANOSPHERE, INC.Securities Agreement • May 14th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, H.C. Wainwright & Co., 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 is six months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on May 14, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nanosphere, Inc., a Delaware corporation (the “Company”), up to 21,036 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “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).
ContractWarrant Agreement • December 8th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2015, between Nanosphere, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2013 • Nanosphere Inc • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 6, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and NANOSPHERE, INC., a Delaware corporation with offices located at 4088 Commercial Avenue, Northbrook, IL 60062 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 18th, 2014 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2014 by and between NANOSPHERE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2014 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2014, by and between NANOSPHERE, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SUPPORT AGREEMENTSupport Agreement • May 16th, 2016 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2016 by and between Luminex Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Nanosphere, Inc., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENT Dated as of February 7, 2007, between NANOSPHERE, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, as “Lender”Loan and Security Agreement • August 13th, 2007 • Nanosphere Inc • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and. will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
NANOSPHERE, INC. 40,000,000 Shares of Common Stock, $0.01 par value. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2014 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
Nanosphere, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters” or each, an “Underwriter”), on a several and not joint basis, an aggregate of 40,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value per $0.01 share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 6,000,000 additional shares of Common Stock (the “Additional Shares) as may be necessary to cover any over-allotments made in connection with the offering. The Underwritten Shares, the Additional Shares, and the Representative’s Shares (as hereinafter defined) are collectively referred to as the “Shares”. Chardan Capital Markets LLC (“Chardan”) is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 14, 2015, by and among Nanosphere, Inc., a Delaware corporation (the “Company”), and the holders signatory hereto (each a “Lender” and collectively, the “Lenders”).
1,923,077 Shares NANOSPHERE, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • May 13th, 2013 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
Nanosphere, Inc., a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (the “Underwriter”), an aggregate of 1,923,077 shares (the “Securities”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company.
15,000,000 Shares1 NANOSPHERE, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • September 18th, 2013 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
Nanosphere, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Piper Jaffray & Co. is acting as representative (the “Representative”), an aggregate of 15,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 2,250,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 16th, 2016 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this "Agreement"), is entered into as of May 15, 2016, by and among Nanosphere, Inc., a Delaware corporation (the "Company"), Luminex Corporation, a Delaware corporation ("Parent"), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
4,700,000 Shares1 NANOSPHERE, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • October 21st, 2009 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
Nanosphere, Inc., a Delaware corporation (the “Company”), proposes to sell you, as underwriter (the “Underwriter”), an aggregate of 4,700,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 705,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Securities.”
SEVERANCE AGREEMENTSeverance Agreement • August 11th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois
THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Michael K. McGarrity (the “Executive”).
RETENTION AGREEMENTRetention Agreement • August 11th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois
THIS AGREEMENT, dated as of August 5, 2015 (the “Effective Date”), is made by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Michael K. McGarrity (the “Executive”).
SECURED PROMISSORY NOTE (Term A Loan)Secured Promissory Note • May 7th, 2013 • Nanosphere Inc • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, NANOSPHERE, INC., a Delaware corporation with offices located at 4088 Commercial Avenue, Northbrook, IL 60062 (“Borrower”) HEREBY PROMISES TO PAY to the order of SILICON VALLEY BANK (“Lender”) the principal amount of FIVE MILLION FOUR HUNDRED FIFTY FOUR THOUSAND FIVE HUNDRED FORTY FIVE DOLLARS AND 45/100 ($5,454,545.45) or such lesser amount as shall equal the outstanding principal balance of the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated May 6, 2013 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on
Luminex Corporation 12212 Technology Blvd. Austin, TX 78727 Attn: Harriss Currie,, Chief Financial Officer Ladies and Gentlemen:Confidentiality Agreement • June 2nd, 2016 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
This confidentiality agreement (this “Agreement”) is entered into as of the 6th day of November, 2015, by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Luminex Corporation (“you” or “your”). In connection with your consideration of a possible negotiated transaction (the “Transaction”) with the Company, you have requested and the Company is prepared to make available to you certain Confidential Information (as defined below) regarding the Company. In consideration of your receipt of such information, you agree as follows:
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2013 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2013 (the “Effective Date”), between NANOSPHERE, INC., a Delaware corporation having an office at 4088 Commercial Avenue, Northbrook, Illinois 60062 (the “Company”), and WILLIAM P. MOFFITT, an individual residing at 942 Pine Tree Lane, Winnetka, Illinois 60093 (“Executive”).
NANOSPHERE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
FORM OF NANOSPHERE, INC. NOTE AND WARRANT PURCHASE AGREEMENT DATED JUNE 8, 2004 AND JULY 8, 2004Note and Warrant Purchase Agreement • September 27th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of , 2004 by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Lurie Investment Fund, L.L.C., a Delaware limited liability company (the “Lender”).
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. ANDAgreement and Plan of Merger • May 23rd, 2016 • Nanosphere Inc • Surgical & medical instruments & apparatus
This First Amendment to the Agreement and Plan of Merger (this “First Amendment”) is entered into as of May 22, 2016, by and among Nanosphere, Inc., a Delaware corporation, Luminex Corporation, a Delaware corporation, and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Luminex Corporation. All capitalized terms used but not defined herein shall have the meaning assigned to them in that certain Agreement and Plan of Merger, dated May 15, 2016, by and between the parties hereto (the “Merger Agreement”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN LUMINEX CORPORATION, COMMODORE ACQUISITION, INC. AND NANOSPHERE, INC.Agreement and Plan of Merger • June 2nd, 2016 • Nanosphere Inc • Surgical & medical instruments & apparatus
This Second Amendment to the Agreement and Plan of Merger (this “Second Amendment”) is entered into as of June 1, 2016, by and among Nanosphere, Inc., a Delaware corporation, Luminex Corporation, a Delaware corporation, and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Luminex Corporation. All capitalized terms used but not defined herein shall have the meaning assigned to them in that certain Agreement and Plan of Merger, dated May 15, 2016, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated May 22, 2016, by and between the parties hereto (the “Merger Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2015 • Nanosphere Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2015, by and among Nanosphere, Inc., a Delaware corporation (the “Company”), and the holders signatory hereto (each a “Lender” and collectively, the “Lenders”).
NANOSPHERE, INC. NOTE AND WARRANT PURCHASE AGREEMENT DECEMBER 9, 2005Note and Warrant Purchase Agreement • September 27th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of December 9, 2005 by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Lurie Investment Fund, L.L.C., a Delaware limited liability company (the “Lender”).
NANOSPHERE, INC. OPTION AWARD AGREEMENT (Cliff-vested, performance-accelerated) FOR NAMEOption Award Agreement • August 13th, 2007 • Nanosphere Inc
NANOSPHERE, INC. RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • May 8th, 2013 • Nanosphere Inc • Surgical & medical instruments & apparatus
NANOSPHERE, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2009 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of August 19, 2009 by and among Nanosphere, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule B of the Prior Agreement (as defined herein below) (together with their permitted successors, assigns and transferees, the “Series B Stockholders”), the Persons listed on Schedule C of the Prior Agreement (as defined herein below) (together with their permitted successors, assigns and transferees, the “Series C Stockholders”), the Persons listed on Schedule C-2 of the Prior Agreement (as defined herein below) (together with their permitted successors, assigns and transferees, the “Series C-2 Stockholders”), the Persons listed on Schedule D of the Prior Agreement (as defined herein below) (together with their permitted successors, assigns and transferees, the “Series D Stockholders” and together with the Series B Stockholders, the Series C Stockholders, the Series C-
SETTLEMENT AGREEMENT AND INTELLECTUAL PROPERTY PURCHASE AGREEMENTSettlement Agreement and Intellectual Property Purchase Agreement • August 24th, 2010 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware
Effective this 18th day of August, 2010 (the “EFFECTIVE DATE”), EPPENDORF AG, a corporation organized and existing under the laws of Germany, having its principal office at Barkhausenweg 1, 22339 Hamburg, Germany, and its AFFILIATES (hereinafter “EPPENDORF”) and Nanosphere, Inc., a corporation organized and existing under the laws of Delaware, having its principal office at 4088 Commercial Ave., Northbrook, Illinois, U.S.A., and its AFFILIATES, (hereinafter, collectively, “NANOSPHERE”), enter into this Settlement Agreement and Intellectual Property Purchase Agreement (hereinafter the “Agreement”) and agree as follows:
NANOSPHERE, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT FOR WILLIAM P. MOFFITTIncentive Stock Option Award Agreement • February 16th, 2012 • Nanosphere Inc • Surgical & medical instruments & apparatus
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • September 27th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois
This License Agreement (the “AGREEMENT”)is entered into and made effective this 20th day of December, 2002 (the “EFFECTIVE DATE”) between, Nanosphere, Inc., an Illinois corporation, whose principal place of business is at 1818 Skokie Boulevard, Suite 200, Northbrook, Illinois 60062 (hereinafter referred to as “NANOSPHERE”) and Abbott Laboratories, an Illinois corporation, whose principal place of business is at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500 (hereinafter referred to as “ABBOTT”).
