ContractWarrant Agreement • November 5th, 2012 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK of NANOSTRING TECHNOLOGIES, INC. Void after the date specified in Section 8Warrant Agreement • November 5th, 2012 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Warrant amends and restates the terms of the Warrant issued on [ ] (the “Original Warrant”) pursuant to Note and Warrant Purchase Agreement dated as of [ ] by and among the Company, the Original Holder and the other Investors (as defined therein) (the “Bridge Purchase Agreement”) in connection with the Company’s sale and issuance of a Subordinated Convertible Promissory Note of even date therewith to the Original Holder (the “Note”) in the aggregate principal amount of [ ] (the “Note Principal Amount”) at a First Tranche Closing (as defined in the Bridge Purchase Agreement) pursuant to the terms of the Bridge Purchase Agreement. By accepting this Warrant, the Holder hereby agrees to surrender to the Company for cancellation the Original Warrant or at the request of the Company to execute an instrument of cancellation in form and substance acceptable to the Company. Holder and the Company hereby acknowledge and agree that upon the issuance of this Warrant, the Original Warrant shal
WARRANT TO PURCHASE SHARES OF SERIES D PREFERRED STOCK of NANOSTRING TECHNOLOGIES, INC. Void after the date specified in Section 8Warrant Agreement • November 5th, 2012 • NanoString Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Warrant together with all warrants originally issued pursuant to the Note and Warrant Purchase Agreement dated as of [ ] by and among the Company, the Original Holder and the other Investors (as defined therein) (the “Bridge Purchase Agreement”) and all other warrants to purchase shares of Series D Preferred Stock issued pursuant to the Series D Preferred Stock and Warrant Purchase Agreement dated [ ] (the “Series D Purchase Agreement”) are referred to herein as the “Warrants.”
