INDEMNITY AGREEMENTIndemnification Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 is made by and between BIOCEPT, INC., a California corporation (the “Company”), and (“Indemnitee”).
COLLABORATION AGREEMENTCollaboration Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of November 2, 2012 (the “Effective Date”) by and between BIOCEPT, INC., a California corporation having an address of 5810 Nancy Ridge Drive, Suite 150, San Diego, CA 92121 (“Biocept”), and LIFE TECHNOLOGIES CORPORATION, a Delaware corporation having an address of 5791 Van Allen Way, Carlsbad, California 92008 (“Life Technologies”).
MASTER LABORATORY RESEARCH SUPPORT AND SERVICES AGREEMENTMaster Laboratory Research Support and Services Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories
Any invoices provided pursuant to this SOW shall be submitted to Dana Farber Partners Cancer Care, Inc., 450 Brookline Avenue, BP317, Boston, MA 02215 in accordance with the terms and conditions set forth in the Agreement and directed to the attention of: James Huse.
ContractWarrant Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
COLLABORATION AGREEMENTCollaboration Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of August 17, 2011 (the “Effective Date”) by and between BIOCEPT, INC., a California corporation having an address of 5810 Nancy Ridge Drive, Suite 150, San Diego, CA 92121 (“Biocept”), and CLARIENT DIAGNOSTIC SERVICES, INC., a Delaware corporation having an address of 31 Columbia, Aliso Viejo, California 92656 (“Clarient”).
LEASE (Nexus/Biocept)Lease • August 19th, 2013 • Biocept Inc • Services-medical laboratories
THIS LEASE (“Lease”), dated for reference purposes only March 31, 2004, is made by and between NEXUS EQUITY VIII LLC, a California limited liability company (“Landlord”), and BIOCEPT, INC., a California corporation (“Tenant”).
BIOCEPT, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS CERTIFIES THAT, for value received, Goodman Co. Ltd. or its assigns (collectively, the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from BIOCEPT, INC., a Delaware corporation (the “Company”), up to such number of fully paid and nonassessable shares of Common Stock of the Company as set forth herein, during the Exercise Period (as defined below).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2013, by and between BIOCEPT, INC., a California corporation (the “Company”), and (the “Noteholder”).
BIOCEPT, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2012 (the “Effective Date”) by and among BIOCEPT, INC., a California corporation (the “Company”) and the Investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
This REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of July 11, 2013, is entered into by and among Biocept, Inc., a California corporation (“Borrower”), The Reiss Family Survivor’s Trust UDT Dated December 19, 1988, Edward Neff and Hale Biopharmaventures, LLC (each individually referred to herein as a “Guarantor” and collectively, the “Guarantors”).
NOTE CONVERSION AGREEMENTNote Conversion Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2013, by and among BIOCEPT, INC., a California corporation (the “Company”), The Reiss Family Survivor’s Trust UDT dated December 19, 1988 (the “Survivor’s Trust”) and The Reiss Family GST Exempt Marital Deduction Trust (the “Marital Trust”, and together with the Survivor’s Trust, the “Noteholders”).
LABORATORY SERVICES AGREEMENTLaboratory Services Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
This LABORATORY SERVICES AGREEMENT (hereinafter referred to as the “Agreement” is made by and between Biocept, Inc. (Biocept), a California Corporation having its principal place of business at 5810 Nancy Ridge Drive, Suite 150, San Diego, CA 92121, and Clarient Diagnostic Services, Inc., a wholly owned subsidiary of Clarient, Inc., a Delaware corporation, having its principal place of business at 31 Columbia, Aliso Viejo, CA, 92656 (hereinafter referred to as the “Clarient”). This Agreement replaces, as of the Effective Date, any former agreements or letters of intent that were previously signed by both parties, including that certain Collaboration Agreement, as amended, by and between Biocept and Clarient dated as of August 17, 2011, which is hereby terminated as of the Effective Date, but excluding the letter agreement between the parties dated December 5, 2012 regarding SOW#01 and the DFPCC Agreement, which shall continue.
SECOND AMENDMENT TO LEASELease • August 19th, 2013 • Biocept Inc • Services-medical laboratories
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of this 10th day of September, 2012, by and between ARE-SD REGION NO. 18, LLC, a Delaware limited liability company (“Landlord”), and BIOCEPT, INC., a California corporation (“Tenant”).
LOAN CONVERSION AGREEMENTLoan Conversion Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS LOAN CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2013, by and between BIOCEPT, INC., a California corporation (the “Company”), and Goodman Co. Ltd (the “Lender”).
ContractPromissory Note • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
Biocept, Inc.Stock Option Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • Delaware
Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Affiliate, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 6.12 of the Plan.
THIRD AMENDMENT TO LEASELease • August 19th, 2013 • Biocept Inc • Services-medical laboratories
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of this 1/31/13 day of January, 2013, and effective as of January 1, 2013, by and between ARE-SD REGION NO. 18, LLC, a Delaware limited liability company (“Landlord”), and BIOCEPT, INC., a California corporation (“Tenant”).
BIOCEPT, INC. SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 19th, 2013 • Biocept Inc • Services-medical laboratories • California
This SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”), amending the Note and Warrant Purchase Agreement by and among BIOCEPT, INC., a California corporation (the “Company”), and the investors listed on the Schedule of Investors attached thereto (the “Investors”), dated as of February 1, 2011, and amended as of July 1, 2011 (as amended, the “Purchase Agreement”), is entered into as of August 1, 2011 by and among the Company and the Investors. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Purchase Agreement.
