LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 22, 2014 (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 SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and HTG MOLECULAR DIAGNOSTICS, INC., a Delaware corporation with an office located at 3430 E. Global Loop, Tucson, AZ 85706 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
ContractWarrant Agreement • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments • California
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
STANDARD COMMERCIAL-INDUSTRIAL MULTI TENANT TRIPLE NET LEASE BASIC TERMS SHEETStandard Commercial-Industrial Multi-Tenant Triple Net Lease • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments • Arizona
This Basic Terms Sheet to that certain Standard Commercial-Industrial Multi-Tenant Triple Net Lease between the parties listed below is for the convenience of the parties in quickly referencing certain of the basic terms of the Lease. It is not intended to serve as a complete summary of the Lease. In the event of any inconsistency between this Basic Terms Sheet and the Lease, the applicable Lease provision shall prevail and control.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments
This Sponsored Research Agreement (“Agreement”), effective as of the 25 day of April, 2014 (the “Effective Date”) is made by and between The University of Texas M. D. Anderson Cancer Center, (“MD Anderson” or “MDACC”), a member institution of The University of Texas System (“System”), with a place of business at 1515 Holcombe Blvd., Houston, Texas, 77030, and HTG Molecular Diagnostics, Inc., a Delaware corporation with a place of business at 3430 E. Global Loop, Tucson, AZ 85706 (“Sponsor” or “HTG”). MD Anderson and Sponsor hereinafter may be referred to each as a “Party” and collectively as the “Parties.”
TERMINATION OF SECURITY AGREEMENT, RELEASE OF SECURITY INTEREST AND UNDERSTANDING REGARDING ASSET PURCHASE AGREEMENTTermination of Security Agreement, Release of Security Interest and Understanding Regarding Asset Purchase Agreement • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments • Arizona
This Termination of Security Agreement, Release of Security Interest and Understanding Regarding Asset Purchase Agreement (“Agreement”), is made and entered into as of the 22nd day of August, 2014 (“Effective Date”), by and between NUVOGEN RESEARCH LLC, an Arizona limited liability company (“NuvoGen”), formerly known as Neogen, LLC, Stephen Felder, and Richard Kris (collectively, “Seller”), and HTG MOLECULAR DIAGNOSTICS, a Delaware corporation, formerly known as High Throughput Genomics, Inc. (“HTG”). Seller or HTG, individually, is a “Party” and, collectively, they are the “Parties.”
ASSET PURCHASE AGREEMENT By and between NEOGEN, L.L.C. STEPHEN FELDER RICHARD KRIS and HIGH THROUGHPUT GENOMICS, INC. JANUARY 9, 2001Asset Purchase Agreement • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments • Arizona
Asset Purchase Agreement dated January 9, 2001 by and between NeoGen, L.L.C., an Arizona limited liability company (“NeoGen”), Stephen Felder and Richard Kris, the members of NeoGen (the “Members”), and High Throughput Genomics, Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Systems Integration Drug Discovery Company, Inc. (“SIDDCO”).
HTG MOLECULAR DIAGNOSTICS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 30th, 2014 • HTG Molecular Diagnostics, Inc • Laboratory analytical instruments • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 22, 2014, by and among HTG MOLECULAR DIAGNOSTICS, INC., a Delaware corporation (the “Company”), certain holders of common stock, $0.001 par value per share, of the Company (“Common Stock”) listed on Exhibit A-1 hereto (the “Common Stockholders”) and the holders of Preferred Stock (as defined below) listed on Exhibit A-2 hereto (the “Investors”). The Common Stockholders and the Investors may be referred to herein individually as a “Stockholder” and collectively as “Stockholders.”
