ContractWarrant Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Delaware
THIS WARRANT HAS BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
Collaboration and License Agreement This Agreement is entered into with effect as of the Effective Date (as defined below) by and betweenCollaboration and License Agreement • December 23rd, 2009 • Rules-Based Medicine Inc
a company having its principal place of business at 340 Kingsland Street, Nutley, New Jersey 07110, U.S.A. (“Roche Nutley”; Roche Basel and Roche Nutley together referred to as “Roche”)
DEVELOPMENT AND SUPPLY AGREEMENT BY AND BETWEEN LUMINEX CORPORATION AND RBM ACQUISITION, INC.Development and Supply Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Texas
This Development and Supply Agreement (the “Agreement”), effective as of September 5, 2002 (the “Effective Date”), is entered into by and between LUMINEX CORPORATION, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 (“LUMINEX”), and RBM Acquisition, Inc., a Delaware corporation headquartered in Austin, Texas (“RBM”).
LEASE AGREEMENT Between RULES BASED MEDICINE, INC. as Tenant, and STAG INVESTORS 2000, LTD., as Landlord, Covering approximately 6,507 rentable square feet of the Building known as Stonecreek Park, located atLease Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Texas
THIS LEASE AGREEMENT (this “Lease”) is made and entered into by and between STAG INVESTORS 2000, LTD., a Texas limited partnership, hereinafter referred to as “Landlord,” and Rules Based Medicine, Inc., a Delaware corporation, hereinafter referred to as “Tenant.”
CO-DEVELOPMENT and COMMERCIALIZATION AGREEMENTCo-Development and Commercialization Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • England
THIS AGREEMENT, effective as of the last date of execution by the parties hereto (hereinafter referred to as the “Effective Date”) is by and between Psynova Neurotech Ltd., having an address at St. John’s Innovation Centre, Cowley Road, Cambridge CB4 0WS, UK (hereinafter referred to as “Psynova”) and Rules Based Medicine, Inc. a corporation having its principal place of business at 3300 Duval Road, Austin, Texas 78759, USA (hereinafter referred to as “RBM”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • December 23rd, 2009 • Rules-Based Medicine Inc
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into between CFO2 AUSTIN, LLC, a Delaware limited liability company (“Landlord”), and RULES BASED MEDICINE, INC., a Delaware corporation (“Tenant”), with reference to the following:
AMENDED AND RESTATED SUBORDINATION AND STANDBY AGREEMENTSubordination and Standby Agreement • December 23rd, 2009 • Rules-Based Medicine Inc
Reference is hereby made to that certain Subordination and Standby Agreement dated September 11, 2009, executed by and between the undersigned Lender, the undersigned Borrower and the undersigned Subordinated Creditor (the “Original Agreement”). In connection with certain agreements by and between the undersigned Lender, the undersigned Borrower and the undersigned Subordinated Creditor, such parties now desire to amend and restate the Original Agreement in its entirety. Accordingly, the Original Agreement is hereby amended and restated in its entirety to hereafter be and read as follows, and this Amended and Restated Subordination and Standby Agreement is given in replacement and substitution for the Original Agreement:
AMENDMENT NO. 2 TO DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • December 23rd, 2009 • Rules-Based Medicine Inc
This Amendment No. 2 to Development and Supply Agreement (“Second Amendment”), effective as of January 1, 2008, between Luminex Corporation, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 (“Luminex”), and Rules-Based Medicine, Inc. f/k/a RBM Acquisition, Inc., a Delaware corporation headquartered in Austin, Texas (“RBM”).
Amendment No. 1 To Development and Supply AgreementDevelopment and Supply Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Texas
This Amendment No. 1 to Development and Supply Agreement (“Amendment”) is made as of October 12, 2007 (“Amendment Effective Date”) to that certain Development and Supply Agreement (the “Agreement”), effective as of September 5, 2002 entered into by and between LUMINEX CORPORATION, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 (“LUMINEX”), and RULES-BASED MEDICINE, INC., f/k/a RBM Acquisition, Inc., a Delaware corporation with principal offices at 3300 Duval Rd., Suite 110, Austin, Texas 78759 (“RBM”). Terms used but not defined herein shall have the meanings set forth in the Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Arkansas
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is made to be effective as of the 15th day of September, 2009, by and among RULES-BASED MEDICINE, INC., a Delaware corporation (the “Borrower”). f/k/a RBM Acquisition, Inc., RBM HOLDINGS, LLC, a Delaware limited liability company (“RBM Holdings”), RBM MANAGEMENT GROUP, LLC, a Delaware limited liability company (“RBM Management”), whose collective address is 3300 Duval Road, Austin, Texas 78759, and HEARTLAND COMMUNITY BANK, an Arkansas state bank whose address is 4937 Highway 5 North, Bryant, Arkansas 72022 (the “Lender”).
COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Texas
SUPPLY & DISTRIBUTION AGREEMENTSupply & Distribution Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Texas
This Supply & Distribution Agreement (“Agreement”) is made as of this 26th day of October 2007 (“Effective Date”) by and between RULES-BASED MEDICINE, INC., a corporation organized and existing under the laws of the State of Delaware, with an address of 3300 Duval Road, Austin, TX 78759 (“RBM”) and EMD CHEMICALS INC., a corporation organized and existing under the laws of the State of New York, with an address of 441 Charmany Drive, Madison, WI 53719 (“EMD”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • December 23rd, 2009 • Rules-Based Medicine Inc
JOINDER AGREEMENT TO INVESTORS’ RIGHTS AGREEMENT May 6, 2008Joinder Agreement to Investors’ Rights Agreement • December 23rd, 2009 • Rules-Based Medicine Inc
By executing this Joinder Agreement to Investors’ Rights Agreement (this “Agreement”), the undersigned, Mark J. Gainor (“Purchaser”), hereby agrees to become a party to that certain Investors’ Rights Agreement (the “Investors’ Rights Agreement”), dated as of October 12, 2007, by and among Rules-Based Medicine, Inc., a Delaware Corporation (the “Company”) and the Stockholders (capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Investors’ Rights Agreement). Purchaser hereby acknowledges and agrees to the following:
RULES-BASED MEDICINE, INC. INVESTORS’ RIGHTS AGREEMENT October 12, 2007Investors’ Rights Agreement • December 23rd, 2009 • Rules-Based Medicine Inc • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 12th day of October, 2007, by and among Rules-Based Medicine, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each an “Investor” and together the “Investors”), and each of the holders of Common Stock of the Company listed on Schedule B hereto (each, a “Common Holder”). The Investors and Common Holders shall collectively be referred to as the "Stockholders.”
