0000950123-13-004357 Sample Contracts

LEASE by and between BMR-325 VASSAR STREET LLC, a Delaware limited liability company and BIND BIOSCIENCES, INC., a Delaware corporation
Lease • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations

IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.

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AMENDED AND RESTATED CONSULTING AGREEMENT (Omid Farokhzad)
Consulting Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts

This Amended and Restated Consulting Agreement dated as of July 12, 2007 (this “Agreement”), is made by and between BIND Biosciences, Inc., a Delaware corporation (the “Company”), and Omid Farokhzad (the “Consultant”).

Contract
Warrant Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Delaware

NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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 SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THIS WARRANT.

FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York

This Fourth Amended and Restated Investors’ Rights Agreement dated as of November 7, 2011 (this “Agreement”), is made by and among BIND Biosciences, Inc., a Delaware corporation (the “Company”); the persons and entities listed on Schedule A (each a “Purchaser,” and collectively, the “Purchasers”); the persons and entities listed on Schedule B (collectively, the “Licensor Stockholders”); the entities listed on Schedule C (the “Founder Trusts”) and Omid Farokhzad, Paul Goldenheim and Robert S. Langer, Jr. (each individually a “Founder,” collectively the “Founders,” and together with the Licensor Stockholders and the Founder Trusts, the “Initial Stockholders”).

AMENDED AND RESTATED RESEARCH, OPTION AND LICENSE AGREEMENT
Research, Option and License Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • New York

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • California

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of June 12, 2013 (the “Effective Date”), is entered into by and between BIND THERAPEUTICS, INC., a Delaware corporation, and each of subsidiaries that execute a Joinder Agreement from time to time, (individually, a “Borrower” and, collectively, the “Borrowers”), and HERCULES TECHNOLOGY III, L.P., a Delaware limited partnership (the “Lender”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of June, 2013 is entered into by BIND Therapeutics, Inc. (f/k/a BIND Biosciences, Inc.), a Delaware corporation (the “Company”), and Daniel S. Lynch, an individual residing at 7 Calhoun Drive, Greenwich, Connecticut 06831 (the “Executive”).

CONSULTING AGREEMENT (Robert S. Langer, Jr.)
Consulting Agreement • June 28th, 2013 • BIND Therapeutics, Inc • Pharmaceutical preparations • Massachusetts

This Consulting Agreement dated as of October 31, 2006 (this “Agreement”), is made by and between BIND Biosciences, Inc., a Delaware corporation (the “Company”), and Robert S. Langer, Jr. (the “Consultant”).

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