CREDIT AGREEMENT Dated as of September 21, 2007 among PROMETHEUS LABORATORIES INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing...Credit Agreement • December 19th, 2007 • Prometheus Laboratories Inc • New York
This CREDIT AGREEMENT is entered into as of September 21, 2007 among PROMETHEUS LABORATORIES INC., a California corporation (the "Borrower"), the Guarantors (defined herein), each Lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • December 19th, 2007 • Prometheus Laboratories Inc • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
INDEX TO LEASELease Agreement • December 19th, 2007 • Prometheus Laboratories Inc • California
THIS LEASE is made as of the 22nd day of June, 2005, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called "Landlord," and PROMETHEUS LABORATORIES INC., a California corporation, hereinafter called "Tenant."
WARRANT TO PURCHASE STOCKWarrant Agreement • December 19th, 2007 • Prometheus Laboratories Inc • California
THIS WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good and valuable consideration, IMPERIAL BANCORP or registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the "Shares") of the corporation (the "Company") at the initial exercise price per Share (the "Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth of this Warrant.
PROMETHEUS LABORATORIES INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2007 • Prometheus Laboratories Inc • New York
PROMETHEUS LABORATORIES INC. AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholder Agreements • December 19th, 2007 • Prometheus Laboratories Inc • California
THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Agreement") is dated effective as of the 30th day of April, 2001 by and among PROMETHEUS LABORATORIES INC., a California corporation (the "Company"), the undersigned holders of the Company's Common Stock (the "Employee Holders"), the undersigned holders (the "Preferred Stock Investors") of the Company's Series A, Series B, Series C, Series D and Series E Preferred Stock (collectively, the "Preferred Stock") and the undersigned holders of the Warrants (as defined below) (the "Warrant Investors"; the Preferred Stock Investors and the Warrant Investors are collectively referred to as the "Investors").
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • December 19th, 2007 • Prometheus Laboratories Inc • California
This Change in Control Severance Agreement ("Agreement") is made effective as of , 2007 ("Effective Date"), by and between Prometheus Laboratories Inc., a California corporation (the "Company"), and ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2007 • Prometheus Laboratories Inc • California
This Employment Agreement ("Agreement") is made effective as of October 26, 2007 ("Effective Date"), by and between Prometheus Laboratories Inc., a California corporation (the "Company"), and Joseph M. Limber ("Executive").
