COMPLETE GENOMICS, INC. [4,500,000] Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • New York
ContractWarrant Agreement • July 30th, 2010 • Complete Genomics Inc • California
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.
COMPLETE GENOMICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2010 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 20[ ] by and between Complete Genomics, Inc., a Delaware corporation (the “Company”), and «INDEMNITEE» (“Indemnitee”).
COMPLETE GENOMICS, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • March 12th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • New York
Complete Genomics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (the “MLV”), as follows:
AGREEMENT AND PLAN OF MERGER among BGI-Shenzhen, Beta Acquisition Corporation and Complete Genomics, Inc. Dated as of September 15, 2012Merger Agreement • November 13th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2012 (this “Agreement”), by and among BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), Beta Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Complete Genomics, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
ContractWarrant Agreement • July 30th, 2010 • Complete Genomics Inc • California
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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 25, 2011 (the “Effective Date”) between (i) OXFORD FINANCE CORPORATION, a Delaware corporation (“Lender”), and (ii) COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • July 30th, 2010 • Complete Genomics Inc
This AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), is made and entered into effective as of December 31, 2008 (the “Effective Date”), by and between Complete Genomics, Inc., a Delaware corporation (the “Company”), and Robert John Curson (the “Employee”).
COMPLETE GENOMICS, INC.Severance Agreement • July 30th, 2010 • Complete Genomics Inc • California
Complete Genomics, Inc. (the “Company”) is pleased to have you as an employee. This letter (the “Agreement”) sets forth the terms of your severance in the event of your termination of employment under certain specified circumstances.
ContractWarrant Agreement • July 30th, 2010 • Complete Genomics Inc • California
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.
COMPLETE GENOMICS, INC.Stock Option Agreement • July 30th, 2010 • Complete Genomics Inc • California
Complete Genomics, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), hereby grants to Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement (this “Option Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
LEASELease • July 30th, 2010 • Complete Genomics Inc • California
THIS LEASE (“Lease”) is made and entered into as of October 31, 2008 (the “Lease Commencement Date”), by and between BRITANNIA HACIENDA VIII, LLC, a Delaware limited liability company (“Landlord”), and COMPLETE GENOMICS, INC., a Delaware corporation (“Tenant”). This Lease supersedes the Short Term Lease Agreement dated as of September 15, 2008 previously executed by Landlord and Tenant with respect to the Existing Premises (as defined below), which Short Term Lease Agreement is hereby terminated and shall be of no further force or effect.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 15, 2012, is by and among BGI-Shenzhen, a company organized under the laws of the People’s Republic of China (“Parent”), Beta Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and the Persons set forth on Schedule A hereto (each, a “Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 6th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research
The undersigned hereby agree that the Statement on this Schedule 13D, dated June 6, 2011 (the “Schedule 13D”), with respect to the Common Stock, $0.001 par value per share, of Complete Genomics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of February 28, 2012, by and between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; in its individual capacity, “Oxford” or “Lender”; in its capacity as Collateral Agent, “Collateral Agent”) and COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”).
Page 1. Restrictions on Transferability; Registration Rights 1 1.1 Certain Definitions 1 1.2 Restrictions 5 1.3 Requested Registration 6 1.4 Registration on Form S-3 8 1.5 Company Registration 10 1.6 Registration Procedures 11 1.7 Information by...Registration Rights Agreement • September 10th, 2010 • Complete Genomics Inc • Services-commercial physical & biological research • California
This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of August 6, 2010, among Complete Genomics, Inc., a Delaware corporation (the “Company”), the stockholders and warrantholders listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”) and the stockholders and founders of the Company listed on Exhibit B hereto (each, a “Founder” and collectively, the “Founders”).
ContractConvertible Subordinated Promissory Note • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • New York
THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF (A) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN OXFORD FINANCE LLC AND LENDER (AS DEFINED HEREIN) AND (B) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN ATEL VENTURES, INC., AS AGENT, AND LENDER (AS DEFINED HEREIN) (THE “SUBORDINATION AGREEMENTS”). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF EITHER SUBORDINATION AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENTS SHALL GOVERN AND CONTROL.
JOINT FILING AGREEMENTJoint Filing Agreement • January 13th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research
The undersigned hereby agree that the Statement on this Schedule 13D, dated January 13, 2011 (the “Schedule 13D”), with respect to the Common Stock, $0.001 par value per share, of Complete Genomics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of February 29, 2012, by and between ATEL VENTURES, INC., as agent for its affiliated funds under an Intercompany Agency and Power of Attorney Agreement dated as of April 30, 2010, a California corporation (“Lender”), and COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 30th, 2010 • Complete Genomics Inc • California
This Omnibus Amendment, dated as of November 6, 2009 (this “Omnibus Amendment”) amends (i) that certain Third Amended and Restated Investor Rights Agreement, dated as of August 12, 2009, among Complete Genomics, Inc., a Delaware corporation (the “Company”), the Investors (as defined therein) and the Founders (as defined therein) (“the “IRA”), (ii) that certain Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of August 12, 2009, among the Investors (as defined therein), the Founders (as defined therein) and the Company (the “ROFR Agreement”) and (iii) that certain Third Amended and Restated Voting Agreement, dated as of August 12, 2009, among the Company and the Stockholders (as defined therein) (the “Voting Agreement” together with the IRA and the ROFR Agreement, the “Agreements”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN CALLIDA GENOMICS, INC. AND COMPLETE GENOMICS, INC. EFFECTIVE AS OF MARCH 28, 2006Intellectual Property License Agreement • July 30th, 2010 • Complete Genomics Inc • California
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is entered into as of March 28, 2006 (the “Effective Date”) by and between Callida Genomics, Inc., a Delaware corporation having a principal place of business located at 750 North Pastoria Ave., Sunnyvale, CA 94085 (“Callida”) and Complete Genomics, Inc., a Delaware corporation having a principal place of business located at 750 North Pastoria Ave., Suite 100, Sunnyvale, CA 94085 (“CGI”). Callida and CGI each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT NO. COMPXLoan and Security Agreement • March 30th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • California
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT NO. COMPX (this “Amendment”), dated as of March 25, 2011, amends and provides Lender’s consent under the Loan and Security Agreement No. Compx, dated as of December 17, 2010 (as amended, supplemented, restated or modified from time to time, the “ATEL Loan Agreement”), between COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”), and ATEL VENTURES, INC., a California corporation (“Lender”). Capitalized terms used herein but not defined herein have the meanings given in the ATEL Loan Agreement and the rules of interpretation set forth therein shall apply hereto. Unless otherwise noted, all section references used herein are to provisions of the ATEL Loan Agreement.
WARRANT TO PURCHASE COMMON STOCK Warrant No. 2010-[42]Warrant Agreement • March 30th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • California
THIS WARRANT CERTIFIES THAT, for the agreed upon purchase price of $ 1.00 and for other good and valuable consideration, including the execution and delivery of that certain Loan and Security Agreement dated as of December 17, 2010 (the “Loan Agreement”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of January 1, 2007, as amended by Amendment No. 1 dated as of March 15, 2010, and as may be further amended and restated from time to time, and deemed effective as of July 20, 2004, (“Holder”) by COMPLETE GENOMICS, INC., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 30th, 2010 • Complete Genomics Inc • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 30, 2008 (the “Effective Date”) among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (“SVB”), as collateral agent (the “Collateral Agent”), (ii) and the Lenders listed on Schedule 1.1 thereof and party hereto, including without limitation, SVB, OXFORD FINANCE CORPORATION, a Delaware corporation (“Oxford”), LEADER LENDING, LLC – SERIES A (“Leader A”), and LEADER LENDING, LLC – SERIES B (“Leader B”), and (iii) COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
COMPLETE GENOMICS, INC. STOCK PURCHASE WARRANT No. B-«Warrant_No»Stock Purchase Warrant • July 30th, 2010 • Complete Genomics Inc • California
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Bridge Loan Agreement, dated as of February 21, 2007 by and among the Holder, the Company and certain other investors set forth therein (the “Loan Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder. Unless otherwise defined herein, defined terms in this Warrant shall have the meanings ascribed to them in the Loan Agreement. Unless indicated otherwise, the number of shares of Series B Preferred Stock that Holder may purchase by exercising this Warrant is as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the applicable Loan Amount loaned by such Investor at such Closing and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing (as defined below) and denomina
AMENDMENT to the INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 30th, 2010 • Complete Genomics Inc
THIS AMENDMENT TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Amendment”), effective as of December 17, 2008 (the “Amendment Date”), is made and entered into by and between CALLIDA GENOMICS, INC., a Delaware corporation having a principal place of business located at 750 North Pastoria Ave., Sunnyvale, CA 94085 (“Callida”) and COMPLETE GENOMICS, INC., a Delaware corporation having a principal place of business located at 2071 Stierlin Court, Mountain View CA 94043 (“CGI”).
ContractLoan and Security Agreement • March 30th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • California
This LOAN AND SECURITY AGREEMENT is entered into as of December 15, 2010, by and between COMERICA BANK (“Bank”) and COMPLETE GENOMICS, INC. (“Borrower”).
COMPLETE GENOMICS, INC. STOCK PURCHASE WARRANT NO. D-«Number»Warrant Agreement • July 30th, 2010 • Complete Genomics Inc • California
If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Company of this Warrant and such notice of exercise, together with, if applicable, the aggregate Warrant Price, at such office, or by the stock transfer agent or warrant agent of the Company at its office, the Holder shall be deemed to be the holder of record of the applicable Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares.
INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN CALLIDA GENOMICS, INC. AND COMPLETE GENOMICS, INC. EFFECTIVE AS OF MARCH 28, 2006Intellectual Property License Agreement • October 20th, 2010 • Complete Genomics Inc • Services-commercial physical & biological research • California
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is entered into as of March 28, 2006 (the “Effective Date”) by and between Callida Genomics, Inc., a Delaware corporation having a principal place of business located at 750 North Pastoria Ave., Sunnyvale, CA 94085 (“Callida”) and Complete Genomics, Inc., a Delaware corporation having a principal place of business located at 750 North Pastoria Ave., Suite 100, Sunnyvale, CA 94085 (“CGI”). Callida and CGI each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
COMPLETE GENOMICS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • California
This LOAN AND SECURITY AGREEMENT NO. COMPX (“Agreement”) is entered into as of December 17, 2010, by and between ATEL VENTURES, INC., (“Lender”) and COMPLETE GENOMICS, INC. (“Borrower”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 22, 2011, by and between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; in its individual capacity, “Oxford” or “Lender”; in its capacity as Collateral Agent, “Collateral Agent”) and COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”).
ContractWarrant Agreement • March 30th, 2011 • Complete Genomics Inc • Services-commercial physical & biological research • California
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, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER IS EXEMPT FROM REGISTRATION.
COMPLETE GENOMICS, INC. STOCK PURCHASE WARRANT NO. 2010-«Warrant_No»Warrant Agreement • July 30th, 2010 • Complete Genomics Inc • Delaware
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Bridge Loan Agreement, dated as of April 12, 2010 by and among the Holder, the Company and certain other investors set forth therein (the “Loan Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder. Unless otherwise defined herein, defined terms in this Warrant shall have the meanings ascribed to them in the Loan Agreement.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of September 15, 2012, by and between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and COMPLETE GENOMICS, INC., a Delaware corporation (“Borrower”).
