0000950123-07-013901 Sample Contracts

NANOSPHERE, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 17th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • New York
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NANOSPHERE, INC. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • October 17th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • Illinois

RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 16, 2006, by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and Mr. William P. Moffitt, an individual resident in the State of Illinois (“Purchaser”).

NANOSPHERE, INC. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 17th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2007 by and between Nanosphere, Inc., a Delaware corporation (the “Company”), and (“Agent”).

NANOSPHERE, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 17th, 2007 • Nanosphere Inc • Surgical & medical instruments & apparatus • Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made effective as of April 12, 2006, by and among Nanosphere, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule B attached hereto (the “Series B Investing Stockholders”), the Persons listed on Schedule C attached hereto (the “Series C Investing Stockholders”), the Persons listed on Schedule C-2 attached hereto (the “Series C-2 Investing Stockholders”) the Persons listed on Schedule D attached hereto (the “Series D Investing Stockholders” and, together with the Series B Investing Stockholders, the Series C Investing Stockholders and the Series C-2 Investing Stockholders, the “Investing Stockholders”), the Persons listed on Schedule E attached hereto (the “Founder Stockholders”), and the Persons listed on Schedule F attached hereto (the “Minority Stockholders”). The Investing Stockholders, the Founder Stockholders and the Minority Stockholders are collectively referred to as the “Stoc

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