Letterhead of Rodman & Renshaw, LLC]Placement Agent Agreement • July 15th, 2008 • Lumera Corp • Semiconductors & related devices • New York
This letter (the “Agreement”) constitutes the agreement between Lumera Corporation (the “Company”) and Rodman & Renshaw, LLC (“Rodman”) that Rodman shall serve as the exclusive placement agent (the “Services”) for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Rodman would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that Rodman’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the
COMMON STOCK PURCHASE WARRANT LUMERA CORPORATIONCommon Stock Purchase Warrant • July 15th, 2008 • Lumera Corp • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 January __, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lumera Corporation, a Delaware corporation (the “Company”), up to ______ shares (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2008 • Lumera Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2008, between Lumera Corporation, 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”).
LUMERA CORPORATION and _______________________________________, as Trustee INDENTURE Dated as of _____, _____Indenture • July 18th, 2007 • Lumera Corp • Semiconductors & related devices • Delaware
INDENTURE, dated as of ______________, ____, by and between Lumera Corporation, a Delaware corporation, as Issuer (the “Company”) and _____________________, a ________________ organized under the laws of _______________________, as Trustee (the “Trustee”).
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN Lumera Corporation PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase Shares of Common Stock of...Purchase Warrant • May 19th, 2004 • Lumera Corp • Delaware
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (as defined below) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after , 2005 and on or before , 2009, up to Shares (as defined below) at the Exercise Price (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2008 • Lumera Corp • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 21, 2008, is by and between LUMERA CORPORATION (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
] Shares Lumera Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2004 • Lumera Corp • Washington
Lumera Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 5,000,000 shares of common stock, par value $.001 per share (the “Firm Shares”). The number of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to grant to the Representative an option to purchase in aggregate of up to 750,000 additional Shares (the “Option Shares”), as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively referred to as the “Shares.”
COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and LUMERA CORPORATION dated as of February 21, 2008Common Stock Purchase Agreement • February 25th, 2008 • Lumera Corp • Semiconductors & related devices • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 21st day of February, 2008, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”) and Lumera Corporation , a corporation organized and existing under the laws of the State of Delaware (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2006 • Lumera Corp • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of November 7, 2006 by and among Lumera Corporation, a Delaware corporation (the “Company”), and the purchaser(s) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AMENDING SPONSORED RESEARCH AGREEMENT, RESEARCH PLAN, AND EXCLUSIVE LICENSING AGREEMENTSponsored Research Agreement, Research Plan, and Exclusive Licensing Agreement • May 19th, 2004 • Lumera Corp • Washington
This Agreement Amending Sponsored Research Agreement, Research Plan and Exclusive Licensing Agreement (the “Amendment”) is entered into by and between Lumera Corporation, a Washington corporation (“Lumera”) and the University of Washington, a public institution of higher education and an agency of the State of Washington (the “University”), subject to the following terms and conditions.
GRAPHIC] UNIVERSITY OF WASHINGTONGrant Agreement • May 19th, 2004 • Lumera Corp
The University values its relationship with Lumera and is willing to seek a modification of Lumera’s existing financial obligations for research support. The original agreement contemplated a finite duration of three years and payment by Lumera of $9 million. In the discussions to date among you, Vice Provost Hogan, and me, we have jointly developed several points concerning a possible restructuring of Lumera’s payments. We would like to take the opportunity to summarize our conversations to date and hereby agree to the following, which will be incorporated into a more complete agreement addressing, among other things, the right of first refusal set forth below:
AWARD / CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE of PAGES UNDER DPAS(15 CFR 350) è DO-A7 1 16 F30602-03-C-0119 4. Aug 2003 See Section G CAGE CODE 1PJCB FACILITY CODE 10. SUBMIT INVOICES (4 COPIES UNLESS OTHERWISE SPECIFIED) TO THE...Contract • June 25th, 2004 • Lumera Corp • Semiconductors & related devices
LUMERA CORPORATION CONSULTING AGREEMENTConsulting Agreement • May 19th, 2004 • Lumera Corp • Washington
This Consulting Agreement (the “Agreement”) is entered into by and between Lumera Corporation (the “Company”), a Washington corporation and Arizona Microsystems, L.L.C., an Arizona limited liability company (“AZM”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 17th, 2008 • Lumera Corp • Semiconductors & related devices • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 20th day of February, 2008, by and among Asyrmatos, Inc., a Delaware corporation (the “Company”), and Lumera Corporation, a Delaware corporation (the “Investor”).
SECOND AMENDMENT TO SPONSORED RESEARCH AGREEMENT, RESEARCH PLAN, AND EXCLUSIVE LICENSING AGREEMENTSponsored Research Agreement • May 19th, 2004 • Lumera Corp
This Second Amendment to Sponsored Research Agreement, Research Plan and Exclusive Licensing Agreement (the “2003 Amendment”) is entered into by and between Lumera Corporation, a Washington corporation (“Lumera”) and the University of Washington, a public institution of higher education and an agency of the State of Washington (the “University”).
EMPLOYMENT AGREEMENT FOR THOMAS D. MINOEmployment Agreement • May 19th, 2004 • Lumera Corp • Washington
This AGREEMENT, effective as of August 8, 2001, is made by and between LUMERA CORPORATION, a corporation of the State of Washington, having its principal place of business at 11910 North Creek Parkway, Bothell, Washington 98011, (hereinafter referred to as the “Company”), and THOMAS D. MINO (hereinafter referred to as “Executive”).
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR THOMAS D. MINOEmployment Agreement • November 5th, 2004 • Lumera Corp • Semiconductors & related devices • Washington
This First Amended and Restated Employment Agreement (this “Agreement”) is made by and between LUMERA CORPORATION, a corporation of the State of Washington, having its principal place of business at 11910 North Creek Parkway, Bothell, Washington 98011, (the “Company”), and THOMAS D. MINO (“Executive”) as of the 3rd day of September, 2004, amending in part and restating that certain Employment Agreement between the parties dated as of August 8, 2001 as such agreement may have been amended from time to time (the “Original Agreement”).
LICENSE AGREEMENTLicense Agreement • May 19th, 2004 • Lumera Corp • Arizona
THIS AGREEMENT is effective as of the 27th day of March 27, 2004 (the “Effective Date”), between ARIZONA MICROSYSTEMS, L.L.C. having a principal place of business at 9030 S. Rita Rd., Suite 300, Tucson, Arizona 85747 (hereinafter called “AZM”) and Lumera Corporation, a Washington corporation, having a principal place of business at 9040 S. Rita Rd., Suite 300, Tucson, Arizona 85747 (hereinafter called “Licensee”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 19th, 2004 • Lumera Corp • Washington
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made effective as of April 20, 2004, by and among Lumera Corporation, a Washington corporation (the “Company”), and the persons or entities listed on Schedule 1 hereto (each a “Lender” and, collectively, the “Lenders”).
INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • November 9th, 2007 • Lumera Corp • Semiconductors & related devices • Delaware
This Intercompany Services Agreement (this “Agreement”) is effective as of July 1, 2007 (the “Effective Date”) between Lumera Corporation, a Delaware corporation (“Lumera”), and Plexera Bioscience LLC, a Delaware limited liability company (“Plexera”).
VOTING AGREEMENTVoting Agreement • March 17th, 2008 • Lumera Corp • Semiconductors & related devices • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of February, 2008 by and among Asyrmatos, Inc., a Delaware corporation (the “Company”), Lumera Corporation, a Delaware corporation (the “Investor”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to the terms hereof (the “Key Holders”), and together collectively with the Investors, the “Stockholders”).
LUMERA CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT First Closing: August 25, 2003 Second Closing: October 30, 2003Investors’ Rights Agreement • May 19th, 2004 • Lumera Corp • Washington
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 25th day of August, 2003, by and among Lumera Corporation, a Washington corporation (the “Company”) and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
ContractContribution Agreement • November 9th, 2007 • Lumera Corp • Semiconductors & related devices • Delaware
LOAN AND SECURITY AGREEMENT Dated as of February 20, 2008 between ASYRMATOS, INC. a Delaware corporation, as “Borrower”, and LUMERA CORPORATION, a Delaware corporation, as “Lender”Loan and Security Agreement • March 17th, 2008 • Lumera Corp • Semiconductors & related devices • Delaware
The Borrower and Lender hereby enter into a transaction whereby the Lender will make certain funds available to the Borrower pursuant to the terms and conditions set forth in this document (the “Agreement”).
SCHNITZER NORTH CREEK LEASE AGREEMENT S/I NORTH CREEK III, LLC (Landlord) and LUMERA CORPORATION (Tenant) Dated: July 11, 2005Lease Agreement • July 12th, 2005 • Lumera Corp • Semiconductors & related devices
LUMERA CORPORATION SPONSORED RESEARCH AGREEMENT RESEARCH PLANSponsored Research Agreement • June 25th, 2004 • Lumera Corp • Semiconductors & related devices
FOURTH AMENDMENT TO SPONSORED RESEARCH AGREEMENT, RESEARCH PLAN, AND EXCLUSIVE LICENSING AGREEMENTSponsored Research Agreement • May 19th, 2004 • Lumera Corp
This Fourth Amendment to Sponsored Research Agreement, Research Plan and Exclusive Licensing Agreement (the “Fourth Amendment”) is entered into by and between Lumera Corporation, a Washington corporation (“Lumera”) and the University of Washington, a public institution of higher education and an agency of the State of Washington (the “University”).
SUBLEASESublease • May 19th, 2004 • Lumera Corp • Washington
THIS SUBLEASE (“Sublease”) is made as of January 1, 2004, (“Effective Date”) by and between MICROVISION, INC., a Delaware corporation (“Sublessor”), and LUMERA CORPORATION, a Washington corporation (“Sublessee”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 17th, 2008 • Lumera Corp • Semiconductors & related devices • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made as of the 20th day of February, 2008 by and among Asyrmatos, Inc., a Delaware corporation (the “Company”), Lumera Corporation, a Delaware corporation (“the Investor”), and the Key Holders listed on Schedule B.
SPONSORED RESEARCH AGREEMENT between The University of Washington and Lumera Corporation Effectively Dated October 20, 2000Sponsored Research Agreement • May 19th, 2004 • Lumera Corp • Washington
This Research Agreement is entered into by and between the University of Washington (the “University”) and Lumera, Inc. (the “Company”) as of the Effective Date, subject to the following terms and conditions.
UNCLASSIFIED/FOR OFFICIAL USE ONLYContract • July 14th, 2004 • Lumera Corp • Semiconductors & related devices
The Contractor shall, in accordance with the terms and conditions set forth herein, furnish the necessary qualified personnel, services, travel, facilities and materials (except those specifically designated to be provided by the Government) and do all things necessary and incidental to complete the contractual effort in accordance with the Statement of Work incorporated by Section C - Description/Specifications/Statement of Work hereto.
ASYRMATOS, INC. CONTRIBUTION AGREEMENTContribution Agreement • March 17th, 2008 • Lumera Corp • Semiconductors & related devices • Delaware
This Contribution Agreement (the “Agreement”) is effective as of February 20, 2008 (the “Effective Date”), by and among Asyrmatos, Inc., a Delaware corporation (the “Company”) and Lumera Corporation, a Delaware corporation (the “Founder”).
EXCLUSIVE LICENSING AGREEMENT between The University of Washington and Lumera Corporation Effectively Dated October 20, 2000Exclusive Licensing Agreement • May 19th, 2004 • Lumera Corp • Washington
This Exclusive Licensing Agreement is entered into by and between the University of Washington (the “University”) and Lumera, Inc., a Washington corporation (the “Licensee”) as of the Effective Date, subject to the following terms and conditions.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LUMERA CORPORATION, GIGOPTIX, LLC, GALILEO MERGER HOLDINGS, INC. GALILEO MERGER SUB G, LLC AND GALILEO MERGER SUB L, INC. DATED AS OF MARCH 27, 2008Merger Agreement • April 1st, 2008 • Lumera Corp • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 27, 2008, by and among GigOptix, LLC, an Idaho limited liability company (“GigOptix”), Lumera Corporation, a Delaware corporation (“Lumera”), Galileo Merger Holdings, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Lumera (the “Company”), Galileo Merger Sub G, LLC, an Idaho limited liability company and a wholly-owned direct subsidiary of the Company (“Merger Sub G”), and Galileo Merger Sub L, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub L”).
