BERKELEY LIGHTS, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • New York
Berkeley Lights, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.0005 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between Berkeley Lights, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND BERKELEY LIGHTS, INC. (TENANT) 5980 Horton Street Emeryville, CaliforniaWorkletter Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
BERKELEY LIGHTS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Berkeley Lights, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company] (the “Effective Date”).
Keith J. Breinlinger, PH.D Dear Keith,Berkeley Lights, Inc. • July 13th, 2020 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
LEASE by and between EMERY STATION JOINT VENTURE, LLC (LANDLORD), and BERKELEY LIGHTS, INC. (TENANT) EmeryStation 1 Building Emeryville, CaliforniaWorkletter Agreement • July 13th, 2020 • Berkeley Lights, Inc. • Laboratory analytical instruments
THIS LEASE (“Lease”), dated for reference purposes as of November 3,2014 (“Effective Date”), is entered by and between Berkeley Lights, Inc., a Delaware corporation, as Tenant, and Emery Station Joint Venture, LLC, a California limited liability company, as Landlord, on the basis of the following:
Stuart L. Merkadeau Sent via Email: [#]Berkeley Lights, Inc. • July 13th, 2020 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
Shaun M. Holt Dear Shaun,Berkeley Lights, Inc. • July 13th, 2020 • Laboratory analytical instruments
We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
