] Shares BIODESIX, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2020 • Biodesix Inc • Services-medical laboratories • New York
PURCHASE AGREEMENTPurchase Agreement • March 7th, 2022 • Biodesix Inc • Services-medical laboratories • Illinois
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of March 7, 2022, is made by and between BIODESIX, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2021 • Biodesix Inc • Services-medical laboratories • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of March 19, 2021 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation (“Bank”), BIODESIX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2022 • Biodesix Inc • Services-medical laboratories • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 7, 2022, is entered into by and between BIODESIX, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the day of , 2020, by and between Biodesix, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Second Amendment to Credit Agreement and GuarantyCredit Agreement and Guaranty • August 7th, 2023 • Biodesix Inc • Services-medical laboratories • New York
This Second Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of August 4, 2023 (the “Second Amendment Effective Date”), by and among Biodesix, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto constituting Majority Lenders and Perceptive Credit Holdings IV, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2022 • Biodesix Inc • Services-medical laboratories • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of April 2022, by and between Biodesix, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. OFFICE LEASE BETWEEN...Office Lease • October 9th, 2020 • Biodesix Inc • Services-medical laboratories
This Summary of Basic Lease Information (the “Lease Summary”) is hereby incorporated into and made a part of the attached Office Lease (Net) (this Lease Summary and the Office Lease (Net) to be known collectively as the “Lease”). In the event of a conflict between the terms of this Lease Summary and the Office Lease (Net), the terms of the Office Lease (Net) shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease (Net).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 7th, 2023 • Biodesix Inc • Services-medical laboratories • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 3rd day of August 2023, by and between Biodesix, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG BIODESIX, INC., AND THE PURCHASERS AS SET FORTH HEREIN APRIL 5, 2024Securities Purchase Agreement • April 9th, 2024 • Biodesix Inc • Services-medical laboratories
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 5, 2024, by and among Biodesix, Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. CO- DEVELOPMENT AND...Co-Development and Collaboration Agreement • October 9th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
This CO-DEVELOPMENT AND COLLABORATION AGREEMENT (this “Agreement”), dated as of April 9, 2014 (the “Effective Date”), is entered into by and between AVEO PHARMACEUTICALS, INC. (“AVEO”), a Delaware corporation having a principal office at 650 E. Kendall Street, Cambridge, Massachusetts 02142, and Biodesix, Inc. (“Biodesix”), a Delaware corporation having a principal office located at 2970 Wilderness Place, Suite 100, Boulder, Colorado 80301. AVEO and Biodesix are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. FIRST AMENDMENT TO...Material Transfer Agreement • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories
This first amendment (“First Amendment”) is made effective as of April 3, 2020 (“Amendment Effective Date”) and shall serve to modify that certain Material Transfer Agreement dated March 23, 2020 (“Agreement”) by and between Bio-Rad Laboratories, Inc. (“Bio-Rad”) and Biodesix, Inc. (“Biodesix”).
BIO-RAD LABORATORIES SUPPLY AGREEMENTSupply Agreement • October 9th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
This SUPPLY AGREEMENT (“Agreement”) is entered into as of August 1, 2019 (the “Effective Date”) by and between BIO-RAD LABORATORIES, INC. (“Bio-Rad”) and BIODESIX, INC., (“Purchaser”) (collectively, the “parties”).
ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONAsset Purchase Agreement and Plan of Reorganization • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of June 30, 2018, by and between: BIODESIX, INC., a Delaware corporation (“Purchaser”); INTEGRATED DIAGNOSTICS, INC., a Delaware corporation (“Seller”); and the stockholders of Seller set forth on Exhibit A (each a “Stockholder”). Certain capitalized terms used in this Agreement are defined in Exhibit B.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. MATERIAL TRANSFER...Material Transfer Agreement • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
THIS MATERIAL TRANSFER AGREEMENT (“Agreement”), effective March 23, 2020 (“Effective Date”), is entered into between Biodesix, Inc., (hereinafter, “Biodesix”) having a place of business at 2970 Wilderness Place, Suite 100, Boulder, CO 80301, and BIO-RAD LABORATORIES, INC. (hereinafter “Bio-Rad”) having a place of business at 1000 Alfred Nobel Drive, Hercules CA 94547 (individually, a “Party”, and collectively, “Parties”).
17,391,832 Shares BIODESIX, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2024 • Biodesix Inc • Services-medical laboratories • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • April 11th, 2022 • Biodesix Inc • Services-medical laboratories • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of April 2022, by and between Biodesix, Inc., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SECOND AMENDMENT TO...Testing Laboratory Services Agreement • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories
This second amendment (“Second Amendment”) is made effective as of May 27, 2020 (“Amendment Effective Date”) and shall serve to modify that certain COVID-19 Testing Laboratory Services Agreement dated April 3, 2020 (“Agreement”) by and between Centura Health Corporation (“Hospital”) and Biodesix, Inc. (“Biodesix”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 11th, 2022 • Biodesix Inc • Services-medical laboratories • Colorado
THIS FIRST AMENDMENT TO LEASE AGREEMENT (SINGLE TENANT – NNN) (this "First Amendment") is made and entered into this 11th day of March, 2022 (the "First Amendment Date"), by and between Centennial Valley Properties I, LLC, a Colorado limited liability company ("Landlord"), and Biodesix, Inc., a Delaware corporation ("Tenant").
Securities Purchase AgreementSubordination Agreement • May 11th, 2022 • Biodesix Inc • Services-medical laboratories • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of May 9, 2022, is entered into by and between Biodesix, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
Third Amendment to Credit Agreement and GuarantyCredit Agreement and Guaranty • March 1st, 2024 • Biodesix Inc • Services-medical laboratories • New York
This Third Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of February 29, 2024 (the “Third Amendment Effective Date”), by and among Biodesix, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto constituting Majority Lenders and Perceptive Credit Holdings IV, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. NON- EXCLUSIVE...Non-Exclusive License Agreement • October 9th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
This License (the “Agreement”) is entered into as of August 1, 2019 (the “Effective Date”) by and between Bio-Rad Laboratories, Inc., a Delaware corporation, with a principal business address at 1000 Alfred Nobel Drive, Hercules, CA 94 (“Bio-Rad”) and Biodesix, Inc., a Delaware corporation, with a principal business address at 2970 Wilderness Place, Suite 100 Boulder, CO 80301, USA (“Biodesix”). Bio-Rad and Biodesix are individually referred to herein as a “Party” and collectively as the “Parties”.
PATENT ASSIGNMENTPatent Assignment • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories
This Patent Assignment (“Assignment”) is made and entered into as of June 30, 2018 by and between Integrated Diagnostics, Inc., a corporation organized and existing under the laws of Delaware, having a place of business at 219 Terry Avenue North, Suite 100, Seattle, Washington 98109 USA (“Integrated Diagnostics”) and Biodesix, Inc., a corporation organized and existing under the laws of Delaware, having a place of business at 2970 Wilderness Place, Suite 100, Boulder, Colorado 80301 USA (“Biodesix”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONAsset Purchase Agreement and Plan of Reorganization • August 10th, 2021 • Biodesix Inc • Services-medical laboratories • Delaware
This Amendment No. 2 to Asset Purchase Agreement and Plan of Reorganization (this “Amendment”), is made and entered into as of August 9, 2021, and amends that certain Asset Purchase Agreement and Plan of Reorganization, dated June 30, 2018, by and among Biodesix, Inc. (the “Company”); Integrated Diagnostics, Inc. (“Seller”); and IND Funding LLC (“Stockholder”), as amended by that certain Amendment No. 1 to Asset Purchase Agreement and Plan of Reorganization dated as of July 29, 2021 (as amended, the “Agreement”). Capitalized terms used but not defined in this Amendment have the meanings specified for such capitalized terms in the Agreement.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • March 14th, 2022 • Biodesix Inc • Services-medical laboratories
This Third Amendment to Office Lease (this “Third Amendment”) is dated as of January 24, 2022, by and between Aero-Tech Investments, LLC, a Colorado limited liability company (“Landlord”), and Biodesix, Inc., a Delaware corporation (“Tenant”).
Limited WaiverLimited Waiver • March 1st, 2024 • Biodesix Inc • Services-medical laboratories • New York
This Limited Waiver, dated as of February 14, 2024 (this “Waiver”), is entered into by and among BIODESIX, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto constituting Majority Lenders and PERCEPTIVE CREDIT HOLDINGS IV, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. LOAN AND SECURITY...Loan and Security Agreement • October 9th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of February 23, 2018 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time, and BIODESIX, INC., a Delaware corporation (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
BIODESIX, INC. AMENDED AND RESTATED OPTION AGREEMENT - STANDARD (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Biodesix Inc • October 9th, 2020 • Services-medical laboratories
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Biodesix, Inc. (the “Company”) has granted you an option under its Amended and Restated 2006 Employee, Director and Consultant Stock Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Security Agreement Dated as of November 21, 2022 among Biodesix, Inc., as Grantor, The Other Grantors from Time to Time Party hereto and Perceptive Credit Holdings IV, LP, as Administrative AgentSecurity Agreement • November 21st, 2022 • Biodesix Inc • Services-medical laboratories • New York
This Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 21, 2022, is made by and among Biodesix, Inc., a Delaware corporation (“Borrower” and collectively with each entity that becomes a “Grantor” hereunder as contemplated by Section 5.12, each, a “Grantor”, and collectively, the “Grantors”), and Perceptive Credit Holdings IV, LP, a Delaware limited partnership, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. THIRD AMENDMENT TO...Testing Laboratory Services Agreement • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories
This third amendment (“Third Amendment”) is made effective as of August 7, 2020 (“Amendment Effective Date”) and shall serve to modify that certain COVID-19 Testing Laboratory Services Agreement dated April 3, 2020 (“Agreement”) by and between Centura Health Corporation (“Hospital”) and Biodesix, Inc. (“Biodesix”).
CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 4th, 2022 • Biodesix Inc • Services-medical laboratories • California
This CONSENT AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 31, 2021, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and BIODESIX, INC., a Delaware corporation (“Borrower”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. MATERIAL TRANSFER...Material Transfer Agreement • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
THIS MATERIAL TRANSFER AGREEMENT (“Agreement”), effective this April 17, 2020 (“Effective Date”), is entered into between Biodesix, Inc., (hereinafter, “Recipient”) having a place of business at 2970 Wilderness Place, Suite 100, Boulder, CO 80301, and BIO-RAD LABORATORIES, INC. (hereinafter “Bio-Rad”) having a place of business at 1000 Alfred Nobel Drive, Hercules CA 94547 (individually, a “Party”, and collectively, “Parties”).
SUPPLY AGREEMENT between BIODESIX, INC. and ONCIMMUNE LIMITED dated as of October 31, 2019Supply Agreement • October 9th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • October 9th, 2020 • Biodesix Inc • Services-medical laboratories • Delaware
This Intellectual Property Assignment Agreement (this “Agreement”), dated as of October 31, 2019 (the “Closing Date”), is by and between Oncimmune Limited, a private limited company incorporated under the laws of England and Wales (“Assignor”), and Biodesix, Inc., a Delaware corporation (“Assignee”). Each of Assignor and Assignee are sometimes referred to herein as a “Party” or collectively as the “Parties.” Capitalized terms used and not defined herein will have the same meaning as ascribed to such terms in the APA (as defined herein).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. FIRST AMENDMENT TO...Testing Laboratory Services Agreement • October 2nd, 2020 • Biodesix Inc • Services-medical laboratories
This first amendment (“First Amendment”) is made effective as of April 23, 2020 (“Amendment Effective Date”) and shall serve to modify that certain COVID-19 Testing Laboratory Services Agreement dated April 3, 2020 (“Agreement”) by and between Centura Health Corporation (“Hospital”) and Biodesix, Inc. (“Biodesix”).
