REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2023 • Telesis Bio Inc. • Laboratory analytical instruments
This Agreement is made pursuant to the Redeemable Convertible Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof, between the Company and the parties thereto, as in effect on the date hereof (the “Purchase Agreement”).
l] Shares of Common Stock Codex DNA, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • New York
Introductory. Codex DNA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [l] shares of its common stock, par value $0.0001 per share (the “Shares”). The [l] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [l] Shares as provided in Section 2. The additional [l] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Cowen and Company, LLC (“Cowen”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares.
CODEX DNA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Codex DNA, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT TELESIS BIO INC.Common Stock Purchase Warrant • June 9th, 2023 • Telesis Bio Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________], or its assigns (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 the Issue Date and on or prior to 5:00 p.m. (New York City time) on June 5, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Telesis Bio Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “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).
ContractWarrant Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • 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 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LEASELease • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments
THIS LEASE (this “Lease”) is entered into as of this 04th day of April, 2019 (the “Execution Date”), by and between BMR-WAPLES LP, a Delaware limited partnership (“Landlord”), and SGI-DNA, INC., a Delaware corporation (“Tenant”).
CODEX DNA, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • California
This Change in Control Severance Agreement (the “Agreement”) is made between Codex DNA, Inc. (the “Company”) and [______] (the “Executive”), effective as of _________________, 2021 (the “Effective Date”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of December, 2019, by and among SGI-DNA, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
May 19, 2021 CONFIDENTIAL Timothy Cloutier Re: Confirmatory Employment LetterConfirmatory Employment Letter • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • California
This letter agreement (the “Agreement”) is entered into between Timothy Cloutier (“you”) and Codex DNA, Inc. (the “Company”) effective as of May 19, 2021 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TELESIS BIO INC.Pre-Funded Common Stock Purchase Agreement • May 31st, 2023 • Telesis Bio Inc. • Laboratory analytical instruments • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 the Issue Date and until this Warrant is exercised in full, to subscribe for and purchase from Telesis Bio Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “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).
ContractWarrant Agreement • March 29th, 2024 • Telesis Bio Inc. • Laboratory analytical instruments • 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 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 SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • June 14th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • California
This Confidential Settlement Agreement ("Settlement Agreement") is entered into and effective as of the 20th day of September, 2017 (the "Effective Date"), by and between Synthetic Genomics, Inc. ("SGI") and New England BioLabs, Inc. ("NEB") (SGI and NEB are sometimes referred to herein individually as a "Party," and collectively as the "Parties").
April 17, 2024Employment Agreement • November 7th, 2024 • Telesis Bio Inc. • Laboratory analytical instruments • California
You and Codex DNA, Inc. (now Telesis Bio Inc., and referred to herein as the “Company”) previously entered into an offer letter dated as of May 2, 2022 (the “Offer Letter”). As discussed, this letter confirms certain changes in employment terms effective as of April 17, 2024 (the “Effective Date”). Except as set forth below, the terms and conditions set forth in the Offer Letter will remain in full force and effect.
Separation AgreementSeparation Agreement • November 7th, 2024 • Telesis Bio Inc. • Laboratory analytical instruments
The following agreement (“Agreement”) between Todd Nelson (“you”) and Telesis Bio Inc. (the “Company” and, together with you, the “Parties”) confirms your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and the obligations set forth in this Agreement.
BioMed Realty form dated 5/12/21 LEASE by and between BRE-BMR WATERIDGE POINTE LP, a Delaware limited partnership and CODEX DNA, INC., a Delaware corporationLease Agreement • November 10th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments
ContractSeparation Agreement • June 24th, 2022 • Codex DNA, Inc. • Laboratory analytical instruments • California
ContractResearch Collaboration and License Agreement • March 23rd, 2022 • Codex DNA, Inc. • Laboratory analytical instruments • New York
Re: Confirmatory Employment Letter Dear Todd:Employment Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • California
This letter agreement (the “Agreement”) is entered into between Todd R. Nelson (“you”) and Codex DNA, Inc. (the “Company”) effective as of May 19, 2021 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. SUPPLY AGREEMENTSupply Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • Delaware
This SUPPLY AGREEMENT (this “Agreement”) is entered into as of October 26, 2015 (the “Effective Date”) by and between SGI-DNA, Inc. a Delaware corporation having a principal address of 11099 North Torrey Pines Road, La Jolla, CA 92037 (the “SGI-DNA”) and Integrated DNA Technologies, Inc., a Delaware corporation having a principal address of 1710 Commercial Park, Coralville, Iowa, 52241 (“IDT”). Each of IDT and SGI-DNA is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT BY AND AMONG TELESIS BIO INC. AND THE INVESTORS NAMED HEREIN DATED AS OF MAY 31, 2023Redeemable Convertible Preferred Stock and Warrant Purchase Agreement • May 31st, 2023 • Telesis Bio Inc. • Laboratory analytical instruments • New York
This REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2023 by and among Telesis Bio Inc., a Delaware corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors” (the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
LIMITED WAIVER AND amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN)Credit, Security and Guaranty Agreement (Term Loan) • March 29th, 2024 • Telesis Bio Inc. • Laboratory analytical instruments • New York
This LIMITED WAIVER AND AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of November 24, 2023, by and among TELESIS BIO INC. (formerly known as Codex DNA, Inc.), a Delaware corporation (“Parent Borrower”), EtonBio, Inc., a California corporation (“EtonBio” and together with Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), MidCap Financial Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
Certain identified information marked with [***] has been excluded from this agreement because it is not material and is of the type that the registrant treats as private and confidentialCredit, Security and Guaranty Agreement (Term Loan) • August 11th, 2023 • Telesis Bio Inc. • Laboratory analytical instruments • New York
This AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of June 30, 2023, by and among TELESIS BIO INC. (formerly known as Codex DNA, Inc.), a Delaware corporation (“Parent Borrower”), EtonBio, Inc., a California corporation (“EtonBio” and together with Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), MidCap Financial Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
LIMITED WAIVER AND amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN)Credit, Security and Guaranty Agreement (Revolving Loan) • March 29th, 2024 • Telesis Bio Inc. • Laboratory analytical instruments • New York
This LIMITED WAIVER AND AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of November 24, 2023, by and among TELESIS BIO INC. (formerly known as Codex DNA, Inc.), a Delaware corporation (“Parent Borrower”), EtonBio, Inc., a California corporation (“EtonBio” and together with Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 8th day of November, 2021 by and between SILICON VALLEY BANK, a California corporation (“Bank”), and CODEX DNA, INC., a Delaware corporation (“Borrower”).
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 28th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • Delaware
Certain identified information marked with [***] has been excluded from this agreement because it is not material and is of the type that the registrant treats as private and confidentialCredit, Security and Guaranty Agreement (Revolving Loan) • August 11th, 2023 • Telesis Bio Inc. • Laboratory analytical instruments • New York
This AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of June 30, 2023, by and among TELESIS BIO INC. (formerly known as Codex DNA, Inc.), a Delaware corporation (“Parent Borrower”), EtonBio, Inc., a California corporation (“EtonBio” and together with Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
SHARE PURCHASE AGREEMENT BY AND AMONG CODEX DNA, INC. ETONBIO, INC. THE SHAREHOLDERS OF ETONBIO, INC. AND DONG YI CHEN, AS SHAREHOLDERS’ AGENT NOVEMBER 9, 2021Share Purchase Agreement • November 9th, 2021 • Codex DNA, Inc. • Laboratory analytical instruments • Delaware
TELESIS BIO INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 31st, 2023 • Telesis Bio Inc. • Laboratory analytical instruments • Delaware
This Amendment No. 1 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of May 31, 2023, by and among Telesis Bio Inc., a Delaware corporation (the “Company”), and the undersigned. This Amendment amends the Amended and Restated Investors’ Rights Agreement, dated as of December 19, 2019 (the “Investors’ Rights Agreement”). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Investors’ Rights Agreement.
