WARRANT TO PURCHASE SHARES OF PREFERRED STOCK of EXAGEN DIAGNOSTICS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWAREWarrant Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • Delaware
The term “Qualified Equity Financing” shall mean an equity financing after the date hereof which results in aggregate gross proceeds to the Company of at least Ten Million Dollars ($10,000,000), excluding the conversion of the Notes, and in which investors purchase shares of a newly authorized series of the Company’s Preferred Stock and in which the Notes are converted into Shares.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTES AND WARRANTSConvertible Promissory Notes and Warrants Amendment • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • Delaware
This Amendment to Convertible Promissory Notes and Warrants (this “Amendment”) is made and entered into as of January 19, 2016, by and among Exagen Diagnostics, Inc., a Delaware corporation (the “Company”) and the parties listed on the signature pages hereto.
EXAGEN DIAGNOSTICS, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 19, 2016, by and among Exagen Diagnostics, Inc., a Delaware corporation (the “Corporation”), and the persons listed on Schedule A hereto (the “Holders”).
AMENDMENT NO. FIVE TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • California
This Amendment No. Five is made as of this 26th day of January, 2016 by and among Royalty Pharma Collection Trust, a Delaware statutory trust (“Seller”), as assignee of Cypress Bioscience, Inc., a Delaware corporation, Proprius, Inc., a Delaware corporation (“Subsidiary”), and Exagen Diagnostics, Inc., a Delaware corporation (“Purchaser” and, collectively with Seller and Subsidiary, the “Parties”), the parties to that certain Asset Purchase Agreement, dated as of October 8, 2010, by and among the Parties, as amended by Amendment No. One thereto dated March 10, 2011, Amendment No. Two thereto dated August 21, 2012, Amendment No. Three thereto dated February 6, 2013 and Amendment No. Four thereto dated October 8, 2013 (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Agreement.
ContractWarrant Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO THE SECURITIES ACT.
AMENDMENT NO. FOUR TO ASSET PURCHASE AGREEMENT AND CONSENTAsset Purchase Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • California
EXAGEN DIAGNOSTICS, INC. FIFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories • Delaware
THIS FIFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of January 19, 2016, by and among Exagen Diagnostics, Inc., a Delaware corporation (the “Corporation”), and the persons listed on Schedule A hereto (the “Investors”).
LEASELease Agreement • February 17th, 2016 • Exagen Diagnostics Inc • Services-medical laboratories
