FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 5, 2016Investors’ Rights Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This will confirm that in consideration of the Series D-1 Investors’ agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the “Series D-1 Preferred Stock”), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the “Company”), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the “Purchase Agreement”) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:
BIONANO GENOMICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 1, 2016 (the “Effective Date”) by and among BIONANO GENOMICS, INC. (the “Company”) and Michael Ward (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This Patent License Agreement (the “Agreement”), dated December 27, 2013 (the “Effective Date”), is hereby entered into by and between Industry 3200, Inc., a Delaware Corporation with a principal office located at 1155 Camino Del Mar #118, Del Mar, CA 92014 (“Sublicensor”), and BioNano Genomics, Inc., a Delaware Corporation, having a principal place of business at 9640 Towne Centre Drive, Suite 100 (“Sublicensee)
LICENSE AGREEMENTLicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New York
NEW YORK UNIVERSITY (hereinafter “NYU”), a corporation organized and existing under the laws of the State of New York and having a place of business at 70 Washington Square South, New York, New York 10012
NON-EXCLUSIVE PATENT LICENSE AGREEMENTNon-Exclusive Patent License Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
This non-exclusive patent license agreement (“Agreement”), by and between Q Biotechnology C.V. (“Licensor”), a Dutch company with a place of business at Spoorstraat 50, 5911 KJ Venlo, the Netherlands and BioNano Genomics, Inc (“Licensee”), a Delaware (USA) corporation with a place of business at 9640 Town Centre Drive, Suite 100, San Diego, CA 92121, USA is made effective as of May 1st, 2014 (“Effective Date”).
LICENSE AGREEMENT BETWEEN PRINCETON UNIVERSITY AND BIONANOMATRIX LLCLicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • New Jersey
THIS LICENSE AGREEMENT (this “Agreement”) is made as of the 7th day of January, 2004 (the “Effective Date”) by and between the Trustees of PRINCETON UNIVERSITY, a not-for-profit corporation duly organized and existing under the laws of the State of New Jersey, U.S.A. (“Princeton”), and BIONANOMATRIX LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (“BioNanomatrix”).
ContractWarrant Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AUGUST 2, 2016Manufacturing Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This Agreement (the “Agreement”) is effective as of the last date of signature found below (the “Effective Date”) and is made by and between BioNano Genomics, Inc., a California corporation having a place of business at 9640 Towne Centre Drive, Ste. 100, San Diego, California 92121, (“BioNano”) and Berry Genomics Co., Ltd., a Chinese corporation having a place of business at Building 9, Courtyard 6, East Jingshun Road, Chaoyang District, Beijing 100015, People’s Republic of China (“Berry”). BioNano and Berry may also individually be referred to herein as a “Party” and collectively as the “Parties”.
MASTER SERVICES AGREEMENTMaster Services Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
This MASTER SERVICES AGREEMENT (the “Agreement”) is entered into effective as of March 2, 2009 (“Effective Date”) by and between SVTC TECHNOLOGIES, LLC, a Delaware limited liability company, with principal offices at 3901 North First Street, San Jose, CA 95134, USA, (“SVTC”) and BioNanomatrix, Inc., a Delaware Corporation, with principal offices located at 3701 Market St, 4th Floor, Philadelphia, Pennsylvania 19104, USA (“Customer”).
BIONANO GENOMICS, INC. WARRANT TO PURCHASE SERIES D PREFERRED STOCKWarrant Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • Delaware
THIS CERTIFIES THAT, for value received, [ ] (the “Holder”), is entitled to subscribe for and purchase from BIONANO GENOMICS, INC., a Delaware corporation, with its principal office at 9640 Towne Centre Drive, Suite 100, San Diego, CA 92121 (the “Company”), an aggregate of [ ] Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is part of a series of substantially similar warrants issued to certain persons and entities pursuant to the terms of that certain Series D Convertible Participating Preferred Stock and Warrant Purchase Agreement dated as of March [•], 2016, by and among the Company and the purchasers listed therein (as may be amended from time to time, the “Purchase Agreement”).
ContractWarrant Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
This AGREEMENT is entered into by Paramit Corporation, a California corporation (referred to in this agreement as “Paramit”), and the following party: BioNano Genomics (referred to in this agreement as “Customer”).
OPTION AND SUBLICENSE AGREEMENTOption and Sublicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments • California
THIS OPTION AND SUBLICENSE AGREEMENT (“Agreement”) dated as of February 2, 2016 (“Effective Date”), is entered into among Pacific Biosciences of California, Inc., a Delaware corporation having an address of 1380 Willow Rd., Menlo Park, CA 94025 (“PacBio”) and BioNano Genomics, Inc., a Delaware corporation with its principal place of business located at 9640 Towne Centre Drive, Ste. 100, San Diego, CA 92121 (“BioNano”).
AMENDMENT to the NON-EXCLUSIVE PATENT LICENSE AGREEMENT dated 01 May 2014 (the “Amendment”)Non-Exclusive Patent License Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
Third Amendment to License AgreementLicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
AMENDMENT dated as of October 17, 2011, to the License Agreement with an Effective Date of January 7th, 2004 between PRINCETON UNIVERSITY, a not-for-profit corporation duly organized and existing under the laws of the State of New Jersey and having a principal place of business at 4 New South Building, Princeton, New Jersey 08544-0036, United States of America, (“PRINCETON”) and BIONANOMATRIX, Inc, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as “Licensee”).
First Amendment to License AgreementLicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
AMENDMENT dated as of December 17, 2004, to the License Agreement with an Effective Date of January 7th, 2004 between PRINCETON UNIVERSITY, a not-for-profit corporation duly organized and existing under the laws of the State of New Jersey and having a principal place of business at 4 New South Building, Princeton, New Jersey 08544-0036, United States of America, (“PRINCETON”) and BIONANOMATRIX LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter referred to as “Licensee”).
FORBEARANCE AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
This Forbearance and Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of February 9, 2018, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and BIONANO GENOMICS, INC., a Delaware corporation (“Borrower”).
Fourth Amendment to License AgreementLicense Agreement • May 14th, 2018 • BioNano Genomics, Inc • Laboratory analytical instruments
AMENDMENT dated as of February 9th, 2012, to the License Agreement (“Agreement”) with an Effective Date of January 7th, 2004 between PRINCETON UNIVERSITY, a not-for- profit corporation duly organized and existing under the laws of the State of New Jersey and having a principal place of business at 4 New South Building, Princeton, New Jersey 08544-0036, United States of America, (“PRINCETON”) and BIONANO GENOMICS, INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as “BioNano Genomics”).
