SECURITY AGREEMENTSecurity Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments
This SECURITY AGREEMENT, dated as of May 24, 2024 (this “Agreement”), is among Bionano Genomics, Inc, a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 11.0% Senior Secured Convertible Debentures Due May 24, 2026, in the original aggregate principal amount of $20,000,000 (collectively, the “Debentures”) signatory hereto, their permitted transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
SUBSIDIARY GUARANTEE, dated as of May 24, 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Bionano Genomics, Inc, a Delaware corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2024, between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
HIGH TRAIL CAPITAL LP Hoboken, NJ 07030Bionano Genomics, Inc. • May 28th, 2024 • Laboratory analytical instruments
Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of October 11, 2023, by and between Bionano Genomics, Inc., a Delaware corporation (the “Company”), and High Trail Special Situations LLC (the “Holder”) pursuant to which the Company issued (i) $45,000,000 in aggregate principal amount of Initial Registered Notes and (ii) $35,000,000 in aggregate principal amount of Initial Private Placement Notes. Terms used but not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • Bionano Genomics, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2024, between Bionano Genomics, Inc, a Delaware corporation (the “Company”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), and JGB Collateral LLC, a Delaware limited liability company, as Collateral Agent.
