ROKA BIOSCIENCE, INC. (a Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • New York
Roka Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative(s) (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $— per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of — additional shares of Common Stock. The aforesaid — shares of Common Stock (the “Initial Securities”) to be purchas
LICENSE AGREEMENTLicense Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of September 10, 2009 by and between ROKA BIOSCIENCE, INC., a Delaware corporation (“Company”), and GEN-PROBE INCORPORATED, a Delaware corporation (“Gen-Probe”), and shall become effective as of the Effective Date.
MATERIALS SUPPLY AGREEMENTMaterials Supply Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
THIS MATERIALS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of September 10, 2009 (the “Effective Date”) by and between GEN-PROBE INCORPORATED, a Delaware corporation with a principal place of business at 10210 Genetic Center Drive, San Diego, CA 92121 (“Supplier”), and ROKA BIOSCIENCE, INC., a Delaware corporation with a principal place of business at 10210 Genetic Center Drive, Suite 101, San Diego, CA 92121 (“Purchaser”). Purchaser and Supplier may be referred to individually herein as a “Party,” and collectively as the “Parties.”
SUPPLY AGREEMENTSupply Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
THIS SUPPLY AGREEMENT (the “Supply Agreement”) is made effective as of May 27, 2011 (the “Effective Date”) by and between Gen-Probe Incorporated, a company incorporated under the laws of the State of Delaware (“Gen-Probe”), and Roka Bioscience, Inc., a company incorporated under the laws of the State of Delaware (“Roka”). Roka and Gen-Probe may hereafter be referred to collectively as the “Parties” and individually as a “Party”.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • California
This Second Amendment to License Agreement (the “Amendment”) is entered into effective as of June 13, 2014 (the “Amendment Effective Date”) by and between Gen-Probe Incorporated, a Delaware corporation, having a principal place of business at 10210 Genetic Center Drive, San Diego, California 92121-4362 (“Gen-Probe”), and Roka Bioscience, Inc., a Delaware corporation, having a principal place of business at 20 Independence Boulevard, 4th Floor, Warren, New Jersey 07059 (“Company”).
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Amendment No. 1 to Fourth Amended and Restated Voting Agreement (this “Amendment”) to that certain Fourth Amended and Restated Voting Agreement (the “Voting Agreement”) dated as of November 20, 2013, is made and entered into as of this 3rd day of July, 2014 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”).
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2014 • Roka BioScience, Inc. • Laboratory analytical instruments • Delaware
This Amendment No. 1 to Fourth Amended and Restated Investor Rights Agreement (this “Amendment”) to that certain Fourth Amended and Restated Investor Rights Agreement (the “IRA”) dated as of November 20, 2013, is entered into as of the 3rd day of July, 2014 (the “Effective Date”), by and among Roka Bioscience, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the IRA.
