5,000,000 Shares LIPOSCIENCE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • New York
LipoScience, Inc., a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
ContractWarrant Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or “Square 1”) (each a “Lender” and collectively, the “Lenders”), and LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • North Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on , 2013, (the “Effective Date”), by and between ROBERT M. HONIGBERG, M.D. (“Employee”) and LIPOSCIENCE, INC. (the “Company”). This Agreement supersedes and replaces in its entirety all prior offer letters, employment agreements and severance benefits rights agreements between the Company and Employee (collectively, the “Prior Agreements”), including but not limited to the offer letter agreement dated September 24, 2011. However, this Agreement does not in any way replace or supersede the Confidentiality, Inventions and Non-Competition Agreement between the Company and the Employee dated September 24, 2011, which remains in full force and effect (the “Proprietary Agreement”).
ContractWarrant Agreement • January 10th, 2013 • Liposcience Inc • Services-medical laboratories • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
