INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • Delaware
This Indemnification Agreement (this “Agreement”), dated [DATE], is by and between Biocept, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • September 23rd, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Biocept, Inc., a Delaware corporation (the “Company”), and Michael W. Nall (“Executive”), and shall be effective as of August 26, 2013 (the “Effective Date”).
ASSIGNMENT AND EXCLUSIVE CROSS-LICENSE AGREEMENTAssignment and Exclusive Cross-License Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS ASSIGNMENT AND EXCLUSIVE CROSS-LICENSE AGREEMENT (the “Agreement”) is entered into as of June 2, 2012 (the “Effective Date”) by and between AEGEA BIOTECHNOLOGIES, a California corporation, with an address of 15638 Boulder Mountain Road, Poway, California 92064 (“Aegea”), and BIOCEPT, INC., a Delaware corporation, with an address of 5810 Nancy Ridge Drive, San Diego, California 92121 (“Biocept”).
COLLABORATION AGREEMENTCollaboration Agreement • September 23rd, 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”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of August 8, 2013 (the “Grant Date”) by and between Biocept, Inc., a Delaware corporation (the “Company”) and [DIRECTOR NAME] (the “Grantee”).
MASTER LABORATORY RESEARCH SUPPORT AND SERVICES AGREEMENTMaster Laboratory Research Support and Services Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories
This Statement of Work (“SOW”), dated and effective June 20, 2012, submitted in connection with the Master Laboratory Services Agreement by and between Biocept and Dana Farber Partners Cancer Care, Inc. dated July 9, 2012 (“Agreement”), is hereby agreed to by the Parties.
ContractWarrant Agreement • September 23rd, 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 • September 23rd, 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”).
BIOCEPT, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 23rd, 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 • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 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 • September 23rd, 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 • September 23rd, 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 • September 23rd, 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”).
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This OMNIBUS AMENDMENT AGREEMENT (this “Amendment”) is entered into as of September 30, 2011, by and among Biocept, Inc., a California corporation (the “Company”), and each of the entities identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of May 2, 2011 (the “Effective Date”), by and between Biocept, Inc., a California corporation (the “Company”), and Lyle J. Arnold, Ph.D. (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
LABORATORY SERVICES AGREEMENTLaboratory Services Agreement • September 23rd, 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.
BIOCEPT, INC. FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This FIRST 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 (the “Purchase Agreement”), is entered into as of July 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.
BIOCEPT, INC. WARRANT TO PURCHASE PREFERRED STOCKWarrant Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS CERTIFIES THAT, for value received, GOODMAN CO. LTD., or its assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from BIOCEPT, INC., a California corporation (the “Company”), up to 1,000,000 fully paid and nonassessable shares of the securities sold at the Next Equity Financing (defined below) (the “Exercise Shares”) as set forth herein (subject to adjustment as provided for herein), during the Exercise Period (as defined below). This Warrant is issued pursuant to the Amended and Restated Loan Agreement of even date herewith among the Company and the Holder.
BIOCEPT, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2008 (the “Effective Date”) by and among BIOCEPT, INC., a California corporation (the “Company”), and The Reiss Family GST Exempt Marital Deduction Trust (the “Investor”).
AMENDMENT OF SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • September 23rd, 2013 • Biocept Inc • Services-medical laboratories
This Amendment of Secured Convertible Promissory Note is entered into as of July 15, 2013 between Biocept, Inc., a California corporation (“Biocept”) and The Reiss Family GST Exempt Marital Deduction Trust (the “Trust”) with respect to the Secured Convertible Promissory Note dated December 22, 2008 in the original principal amount of $1,400,000 issued by Biocept to the Trust (the “Note”).
SECURITY AGREEMENTSecurity Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS SECURITY AGREEMENT dated as of December 22, 2008 (“Security Agreement”), is made by BIOCEPT, INC., a California corporation (“Grantor”), in favor of THE REISS FAMILY GST EXEMPT MARITAL DEDUCTION TRUST (“Secured Party”).
AMENDMENT OF WARRANT TO PURCHASE PREFERRED STOCKWarrant to Purchase Preferred Stock • September 23rd, 2013 • Biocept Inc • Services-medical laboratories
This Amendment of Warrant to Purchase Preferred Stock is entered into as of September 13, 2013 between Biocept, Inc., a Delaware corporation (“Biocept”) and (the “Holder”) with respect to each and every Warrant to Purchase Preferred Stock (collectively referred to herein in the singular as the “Warrant”) issued by Biocept’s predecessor Biocept, Inc., a California corporation, to the Holder under the Note and Warrant Purchase Agreement dated as of January 13, 2012 and any and all amendments of such Note and Warrant Purchase Agreement.
FIRST AMENDMENT TO LEASELease • September 23rd, 2013 • Biocept Inc • Services-medical laboratories
BIOCEPT, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS CERTIFIES THAT, for value received, ARE-SD Region No. 18, LLC 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).
SUBORDINATION AGREEMENTSubordination Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This Subordination Agreement (the “Agreement”) is made as of July 11, 2013, by and between BIOCEPT, INC., a California corporation (“Grantor”), and The Reiss Family GST Exempt Marital Deduction Trust UDT dated December 19, 1988 (the “Secured Party”).
BIOCEPT, INC. AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This 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, August 1, 2011, September 30, 2011 and June 23, 2012 (as amended, the “Purchase Agreement”), is entered into as of November 8, 2012. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Purchase Agreement.
AMENDED AND RESTATED LOAN AGREEMENT BETWEEN GOODMAN CO. LTD. AND BIOCEPT, INC.Loan Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
WHEREAS, Biocept, Inc., a California corporation (“Borrower”) and Goodman Co. Ltd. (“Lender”) are parties to that certain Amended and Restated Loan Agreement dated January 29, 2009 (the “Prior Loan Agreement”), which amended and restated that certain Amended and Restated Loan Agreement dated June 26, 2007 (the “First Amended Loan Agreement”), which amended and restated that certain Loan Agreement dated April 20, 2005;
BIOCEPT, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 31st day of October, 2011, by and among Biocept, Inc., a California corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
BIOCEPT, INC. AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This 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, August 1, 2011 and September 30, 2011 (as amended, the “Purchase Agreement”), is entered into as of June 23, 2012. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Purchase Agreement.
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
This OMNIBUS AMENDMENT AGREEMENT (this “Amendment”) is entered into as of November 8, 2012, by and among Biocept, Inc., a California corporation (the “Company”), and The Reiss Family Survivor’s Trust UDT dated December 19, 1988 (the “Survivor’s Trust”), The Reiss Family GST Ex Marital Deduction Trust UDT 12/19/1988 (the “Marital Trust”), M. Faye Wilson, Bruce E. Gerhardt and Hale Biopharmaventures, LLC (collectively, the “Investors”).
BIOCEPT, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2011 (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”).
ContractConvertible Promissory Note • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE 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.
ContractSecured Convertible Promissory Note • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE 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.
FOURTH AMENDMENT TO LEASELease • September 23rd, 2013 • Biocept Inc • Services-medical laboratories
THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is made as of this 10th day of September 2013, and effective as of August 1, 2013, by and between ARE-SD REGION NO. 18, LLC, a Delaware limited liability company (“Landlord”), and BIOCEPT, INC., a Delaware corporation (“Tenant”), as successor-in-interest to BIOCEPT, INC., a California corporation.
