●] Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • 908 Devices Inc. • Measuring & controlling devices, nec • New York
INDEMNIFICATION AGREEMENT (For Officers of a Delaware Corporation)Indemnification Agreement • December 14th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between 908 Devices Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
ContractWarrant Agreement • December 14th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • December 14th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
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 SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2022 • 908 Devices Inc. • Measuring & controlling devices, nec
SIGNATURE BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 16th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • New York
This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of August 29, 2019 by and between SIGNATURE BANK ("Bank") and 908 DEVICES INC. ("Borrower").
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 16th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • North Carolina
This Amended and Restated Exclusive License Agreement (the ‘‘Agreement”) is entered into as of this 20th day of May, 2015 (the “Restatement Effective Date”) between The University of North Carolina at Chapel Hill having an address at 100 Europa Drive, Suite 430, Chapel Hill, North Carolina, 27517 (“University”) and 908 Devices Inc., a corporation organized and existing under the laws of the State of Delaware having its principal office/place of business at 27 Drydock Ave., 7th Floor, Boston, MA 02210 (the “Licensee”).
LIMITED EXCLUSIVE COMMERCIAL FIELD OF USE PATENT LICENSE AGREEMENTPatent License Agreement • December 16th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Tennessee
This Exclusive Commercial Patent License Agreement is between UT-Battelle, LLC (UT-Battelle), a Tennessee non-profit limited liability company (“Licensor”), and 908 Devices inc., a Delaware corporation having an address at 27 Drydock Avenue, 8th Floor, Boston, MA 02210 (“Licensee”), hereinafter referred to singly as the “Party” or jointly as the “Parties.”
FIRST AMENDMENTExecutive Employment Agreement • March 8th, 2024 • 908 Devices Inc. • Measuring & controlling devices, nec
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of [_____] (the “Amendment Effective Date”), by and between 908 Devices Inc., a Delaware corporation (the “Company”), and [_____] (the “Executive” and, together with the Company, the “Parties”).
Certain information in this document identified by bracketed asterisks ([***]) has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if...Loan and Security Agreement • March 15th, 2021 • 908 Devices Inc. • Measuring & controlling devices, nec • New York
This Amended and Restated Loan And Security Agreement (this “Agreement”) is entered into as of March 11, 2021, by and between SIGNATURE BANK (“Bank”) and 908 DEVICES INC., a Delaware corporation (“Borrower”), and amends and restates, in its entirety, that certain Loan and Security Agreement by and between Bank and Borrower dated as of August 29, 2019 (as amended from time to time, the “Original Agreement”).
ContractWarrant Agreement • December 14th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
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 SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 25th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of August 7, 2020, by and between SIGNATURE BANK (“Bank”) and 908 DEVICES INC., a Delaware corporation (“Borrower”).
DEFAULT WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2023 • 908 Devices Inc. • Measuring & controlling devices, nec
This DEFAULT WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of August 4, 2023, by and between SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and 908 DEVICES INC., a Delaware corporation (“Borrower”).
Re: Lockup Agreement (the “Agreement”)Lockup Agreement • April 30th, 2024 • 908 Devices Inc. • Measuring & controlling devices, nec
FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among 908 Devices Inc. Other Stockholders as defined herein and the Investors as defined herein Dated as of April 11, 2019Stockholders Agreement • November 25th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of April 11, 2019, by and among 908 Devices Inc., a Delaware corporation (the “Company”), the individuals identified on Schedule A hereto as Other Stockholders (collectively, the “Other Stockholders,” and each individually, an “Other Stockholder”), the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively, the “Investors”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Other Stockholders and the Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
MODEL EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Massachusetts
This Employment Agreement (“Agreement”) is made between 908 Devices Inc. a Delaware corporation (the “Company”), and _____________________ (“You”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). [Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation [(i) the Employment Agreement between you and the Company dated ______ (the “Prior Agreement”), and (ii)] any offer letter, employment agreement or severance agreement.]
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 25th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec
This First Amendment to Loan and Security Agreement (this "Amendment") is entered into as of March 15, 2020, by and between SIGNATURE BANK ("Bank") and 908 DEVICES INC. ("Borrower").
EQUITY PURCHASE AGREEMENT BY AND AMONG CAM3 HOLDCO, LLC, CAM2 TECHNOLOGIES, LLC, THE BENEFICIAL SELLERS NAMED HEREIN, AND THE INDIRECT BENEFICIAL SELLER NAMED HEREIN Dated as of April 29, 2024Equity Purchase Agreement • April 30th, 2024 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2024, by and among 908 Devices Inc., a Delaware corporation (the “Purchaser”), CAM2 Technologies, LLC, a Connecticut limited liability company (the “Company”), the Beneficial Sellers (as defined below), CAM3 HoldCo, LLC, a Connecticut limited liability company (the “Seller Entity” and together with the Beneficial Sellers, the “Sellers”, and each a “Seller”), and the Indirect Beneficial Seller (as defined below).
LEASE BETWEEN BOSTON HARBOR INDUSTRIAL DEVELOPMENT LLC ANDLease • November 25th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Massachusetts
ContractWarrant Agreement • December 14th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
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 SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • Delaware
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of April 12, 2019, by and among 908 Devices Inc., a Delaware corporation (the “Company”), and the persons identified on the signature pages hereto (collectively, the “Investors,” and each individually, an “Investor”).
ContractWarrant Agreement • December 14th, 2020 • 908 Devices Inc. • Measuring & controlling devices, nec • 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 MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE LAW.
