NIMBLEGEN SYSTEMS INC. AWARD AGREEMENTAward Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Wisconsin
This Award Agreement, entered into as of October 7, 2005 (the date of grant), is between NimbleGen Systems Inc., a Delaware corporation (the “Company”), and Daniel Clutter (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2000 Stock Option and Restricted Stock Plan, as amended and restated as of September 25, 2001 and as further amended (the “Plan”).
1 SCIENCE COURT OFFICE LEASE BETWEEN WARZYN BUILDING ASSOCIATES, LANDLORD AND NIMBLEGEN SYSTEMS, INC. AND NIMBLEGEN SYSTEMS, LLC, TENANTOffice Lease • May 2nd, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Wisconsin
THIS LEASE, made this 14th day of November, 2000, by and between WARZYN BUILDING ASSOCIATES, hereinafter referred to as the “Landlord”, and NIMBLEGEN SYSTEMS, INC. and NIMBLEGEN SYSTEMS, LLC, hereinafter collectively referred to as the “Tenant.”
WARRANT TO PURCHASE 30,000 SHARES OF SERIES F PREFERRED STOCKNimblegen Systems Inc • March 16th, 2007 • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Thirty Thousand (30,000) shares of fully paid and nonassessable Series F Preferred Stock (collectively, the “Warrant Shares”) of NimbleGen Systems, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean the Company’s presently authorized Series F Preferred Stock pursuant to its Eighth Amended and Restated Certificate of Incorporation, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged.
ContractAgreement • March 16th, 2007 • Nimblegen Systems Inc • Delaware
This Agreement is made as of July 8, 2003 between GATX Ventures, Inc. (“Lender”) and Nimblegen Systems Inc. (“Borrower”). Reference is made to the Equipment Loan and Security Agreement dated as of June 6, 2002 (the “Loan Agreement”) between Lender and Borrower.
ContractNimblegen Systems Inc • March 16th, 2007
Vinlandslelö ehf, Reg. No. 601299-6239, Stangarhyl 5, Reykjavík, Iceland, hereafter referred to as the Lessor, and NimbleGen Systems of Iceland LLC –útibú a Ísandi, Reg. No. 68102-2790, Snorrabrault 60, Reykjavík, Iceland, hereafter referred to as the Lessee, hereby entering into the following:
NIMBLEGEN SYSTEMS INC. AWARD AGREEMENTAward Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Wisconsin
This Award Agreement, entered into as of October 7, 2005 (the date of grant), is between NimbleGen Systems Inc., a Delaware corporation (the “Company”), and Stanley D. Rose (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2000 Stock Option and Restricted Stock Plan, as amended and restated as of September 25, 2001 and as further amended (the “Plan”).
STANDARD EXCLUSIVE LICENSE AGREEMENTStandard Exclusive License Agreement • March 16th, 2007 • Nimblegen Systems Inc
This Agreement is made effective the 27th day of September, 1999, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and NimbleGen Systems LLC (hereinafter called “NimbleGen”), a limited liability company organized and existing under the laws of Wisconsin;
NimbleGen Systems, Inc.Nimblegen Systems Inc • May 9th, 2007 • Optical instruments & lenses • Wisconsin
This letter will confirm our agreement with respect to the terms of your employment by NimbleGen Systems Inc. (the “Company”). We have agreed as follows:
ContractNimblegen Systems Inc • March 16th, 2007
NOTE: The information designated by a bracketed asterisk [*] has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.
STANDARD EQUITY AGREEMENTStandard Equity Agreement • March 16th, 2007 • Nimblegen Systems Inc • Wisconsin
This Agreement is made effective the 27th day of September, 1999, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and NimbleGen Systems LLC (hereinafter called “NimbleGen”), a limited liability company organized and existing under the laws of Wisconsin;
NIMBLEGEN SYSTEMS, INC. SEVENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT January 25, 2007Registration Rights Agreement • March 16th, 2007 • Nimblegen Systems Inc • Wisconsin
This SEVENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of January 25, 2007 by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (the “Company”), and the individuals and entities listed on the signature pages hereof, and any other individuals or entities that may execute a counterpart signature page to this Agreement subsequent to the date hereof (collectively, the parties hereto and such other persons or entities are referred to herein as the “Preferred Stockholders”), and amends and restates the Sixth Amended and Restated Registration Rights Agreement dated as of December 22, 2006 (the “Amended Agreement”), by and among the Company and the individuals and entities listed on the signature pages thereof and any other individuals or entities that may have executed a counterpart signature page thereto.
STOCKHOLDER AGREEMENT WITH NIMBLEGEN SYSTEMS INC. (Applicable to Shares Purchased By Exercise of Stock Options)Stockholder Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses
This Stockholder Agreement (the “Agreement”) dated as of October 19, 2005, is by and between NimbleGen Systems Inc., a Delaware corporation (the “Company”), and the person whose name appears on the signature page hereof (“Participant”).
NIMBLEGEN SYSTEMS, INC. SEVENTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT January 25, 2007Stockholders Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Delaware
This SEVENTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of January 25, 2007, by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each individually a “Common Stockholder” and collectively the “Common Stockholders”), the individuals and entities listed on Exhibit B (each individually a “Series E Stockholder” and collectively the “Series E Stockholders”), and the individuals and entities listed on Exhibit C (each individually a “Series F Stockholder” and collectively the “Series F Stockholders”).
NimbleGen Systems LLC September 25, 1999Nimblegen Systems Inc • May 9th, 2007 • Optical instruments & lenses
This letter will confirm our agreement with respect to your consulting and subsequent employment relationship with NimbleGen Systems LLC (the “Company”). We have agreed as follows:
NimbleGen Systems, Inc.Nimblegen Systems Inc • May 9th, 2007 • Optical instruments & lenses • Wisconsin
This letter will confirm our agreement with respect to the terms of your employment by NimbleGen Systems Inc. (the “Company”). We have agreed as follows:
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 16th, 2007 • Nimblegen Systems Inc
This Amendment is made effective as of the 24th day of April, 2000, by and between Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, and NimbleGen System LLC (“NimbleGen”), a corporation organized and existing under the laws of Wisconsin.
NimbleGen Systems LLC Madison, Wisconsin 53719 February 14, 2000Nimblegen Systems Inc • May 9th, 2007 • Optical instruments & lenses
This letter will confirm our agreement with respect to your employment relationship with NimbleGen Systems LLC (the “Company”). We have agreed as follows:
ContractAgreement • May 2nd, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Delaware
This Agreement is made as of July 8, 2003 between GATX Ventures, Inc. (“Lender”) and Nimblegen Systems Inc. (“Borrower”). Reference is made to the Equipment Loan and Security Agreement dated as of June 6, 2002 (the “Loan Agreement”) between Lender and Borrower.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT MADE BY AND AMONG NIMBLEGEN SYSTEMS, INC., a Delaware corporation, and certain of its direct and indirect subsidiaries, as “BORROWER” AND GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation as...Loan and Security Agreement • March 16th, 2007 • Nimblegen Systems Inc
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, together with all attachments, exhibits, schedules, riders and addenda, all of which are incorporated herein by this reference and made a part hereof, this “Agreement”), dated as of December 29, 2006, by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (“NimbleGen”) and NIMBLEGEN SYSTEMS OF ICELAND, LLC, a Delaware limited liability company (“NimbleGen Iceland”; and together with NimbleGen, individually and collectively, “Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, collectively, “Lender”).
NimbleGen Systems Inc. One Science Court Madison, WI 53711 September 18, 2006Nimblegen Systems Inc • May 9th, 2007 • Optical instruments & lenses • Wisconsin
This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by NimbleGen Systems Inc. (the “Company”). They are as follows:
ContractLicence Agreement • March 16th, 2007 • Nimblegen Systems Inc • England and Wales
NOTE: The information designated by a bracketed asterisk [*] has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT MADE BY AND AMONG NIMBLEGEN SYSTEMS, INC., a Delaware corporation, and certain of its direct and indirect subsidiaries, as “BORROWER” AND GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation as...Loan and Security Agreement • May 2nd, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, together with all attachments, exhibits, schedules, riders and addenda, all of which are incorporated herein by this reference and made a part hereof, this “Agreement”), dated as of December 29, 2006, by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (“NimbleGen”) and NIMBLEGEN SYSTEMS OF ICELAND, LLC, a Delaware limited liability company (“NimbleGen Iceland”; and together with NimbleGen, individually and collectively, “Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, collectively, “Lender”).
NIMBLEGEN SYSTEMS, INC. SEVENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT January 25, 2007Registration Rights Agreement • May 2nd, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Wisconsin
This SEVENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of January 25, 2007 by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (the “Company”), and the individuals and entities listed on the signature pages hereof, and any other individuals or entities that may execute a counterpart signature page to this Agreement subsequent to the date hereof (collectively, the parties hereto and such other persons or entities are referred to herein as the “Preferred Stockholders”), and amends and restates the Sixth Amended and Restated Registration Rights Agreement dated as of December 22, 2006 (the “Amended Agreement”), by and among the Company and the individuals and entities listed on the signature pages thereof and any other individuals or entities that may have executed a counterpart signature page thereto.
FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses
This First Amendment (this “Amendment”) amends that certain Seventh Amended and Restated Stockholders Agreement, dated as of January 25, 2007 (the “Agreement”), and is entered into as of April 6, 2007, by and among NimbleGen Systems, Inc., a Delaware corporation, the individuals and entities listed on Exhibit A who have executed a counterpart signature page hereto (each individually a “Common Stockholder” and collectively the “Common Stockholders”), the individuals and entities listed on Exhibit B who have executed a counterpart signature page hereto (each individually a “Series E Stockholder” and collectively the “Series E Stockholders”), and the individuals and entities listed on Exhibit C who have executed a counterpart signature page hereto (each individually a “Series F Stockholder” and collectively the “Series F Stockholders”).
AMENDMENT TO LOAN DOCUMENTSLoan Documents • March 16th, 2007 • Nimblegen Systems Inc • New York
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of this 26th day of January, 2007, by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (“NimbleGen”), and NIMBLEGEN SYSTEMS OF ICELAND, LLC, a Delaware limited liability company (“NimbleGen Iceland”; and together with NimbleGen, individually and collectively, “Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, collectively, “Lender”).
NIMBLEGEN SYSTEMS INC. SUBORDINATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT MAY 21, 2004Purchase Common Stock • May 2nd, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Wisconsin
This SUBORDINATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2004, by and among NIMBLEGEN SYSTEMS INC., a Delaware corporation (the “Company”), and those purchasers (individually, a “Purchaser” and collectively, the “Purchasers”) whose signatures appear on the signature page hereto.
NIMBLEGEN SYSTEMS INC. SUBORDINATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT MAY 21, 2004Purchase Common Stock • March 16th, 2007 • Nimblegen Systems Inc • Wisconsin
This SUBORDINATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2004, by and among NIMBLEGEN SYSTEMS INC., a Delaware corporation (the “Company”), and those purchasers (individually, a “Purchaser” and collectively, the “Purchasers”) whose signatures appear on the signature page hereto.
NimbleGen Systems Inc. One Science Court Madison, WI 53711 September 9, 2003Nimblegen Systems Inc • May 9th, 2007 • Optical instruments & lenses
This letter will confirm our agreement with respect to the terms of your employment by NimbleGen Systems Inc. (the “Company”). We have agreed as follows:
ContractNimblegen Systems Inc • May 29th, 2007 • Optical instruments & lenses
NOTE: The information designated by a bracketed asterisk [*] has been omitted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission.
ContractNimblegen Systems Inc • May 2nd, 2007 • Optical instruments & lenses
Vinlandslelö ehf, Reg. No. 601299-6239, Stangarhyl 5, Reykjavík, Iceland, hereafter referred to as the Lessor, and NimbleGen Systems of Iceland LLC –útibú a Ísandi, Reg. No. 68102-2790, Snorrabrault 60, Reykjavík, Iceland, hereafter referred to as the Lessee, hereby entering into the following:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between NIMBLEGEN SYSTEMS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”), to become effective in such manner and at such time as provided herein.
FORM OF STOCKHOLDER AGREEMENT WITH NIMBLEGEN SYSTEMS INC. (Applicable to Shares Purchased By Exercise of Stock Options)Stockholder Agreement • May 29th, 2007 • Nimblegen Systems Inc • Optical instruments & lenses
This Stockholder Agreement (the “Agreement”) dated as of this day of , , is by and between NimbleGen Systems Inc., a Delaware corporation (the “Company”), and the employee of the Company whose name appears on the signature page hereof (“Employee”).
AMENDMENT TO LOAN DOCUMENTSLoan Documents • May 2nd, 2007 • Nimblegen Systems Inc • Optical instruments & lenses • New York
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of this 26th day of January, 2007, by and among NIMBLEGEN SYSTEMS, INC., a Delaware corporation (“NimbleGen”), and NIMBLEGEN SYSTEMS OF ICELAND, LLC, a Delaware limited liability company (“NimbleGen Iceland”; and together with NimbleGen, individually and collectively, “Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, collectively, “Lender”).
COMMERCIAL USE LICENSE AGREEMENT between AFFYMETRIX, INC. and NIMBLEGEN SYSTEMS INC. dated September 26, 2006 CONFIDENTIALCommercial Use License Agreement • March 16th, 2007 • Nimblegen Systems Inc • Delaware
This Commercial Use License Agreement (the “Agreement”), effective as of September 26, 2006 (the “Effective Date”), is between Affymetrix, Inc., a Delaware corporation with offices located at 3420 Central Expressway, Santa Clara, California 95051, hereinafter referred to as “Affymetrix,” and NimbleGen Systems Inc., a Delaware corporation with offices located at One Science Court, Madison, Wisconsin 53711, hereinafter referred to as “NimbleGen.”
