Warrant to purchase common stock



 Exhibit 4.3 
 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST
BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. 

WARRANT TO PURCHASE SHARES OF COMMON STOCK 
 of 
 NANOSTRING TECHNOLOGIES, INC. 

Dated as of February 12, 2010 
 Void after the date specified in Section 7 
 THIS CERTIFIES THAT, for
value received, Leerink Swann LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from NanoString Technologies, Inc., a
Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in
Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in consideration for the services
provided by Holder pursuant to the letter agreement between the Company and the Holder dated as of June 26, 2009. 
 The
following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees: 
 1. Number and Price of Shares; Exercise Period. 
 (a) Number of
Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to 50,000 Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in
Section 7. 
 (b) Exercise Price. The exercise price per Share shall be equal to $0.07, subject to adjustment
pursuant hereto (the “Exercise Price”). 
 (c) Exercise Period. This Warrant shall be
exercisable, in whole or in part, at the election by the Holder and prior to the expiration of this Warrant as set forth in Section 7. 
 2. Exercise of the Warrant. 
 (a) Exercise. The purchase
rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, but not for less than Twenty-Five Thousand (25,000) Shares at a time (or such lesser number of shares which may then constitute the maximum
number purchasable pursuant 







 
to Section 1) (such number being subject to adjustment as provided in Section 6), in accordance with Section 1, by: 

(i) the tender to the Company at its principal office (or such other office or agency as the Company may designate) of (i) a notice
of exercise in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant and (ii) a counterpart signature page
to the Amended and Restated Voting Agreement by an among the Company and certain of the Company’s Stockholders dated June 8, 2009, a copy of which is attached hereto as Exhibit B (such agreement as may be amended from time to
time, the “Voting Agreement”), duly completed and executed by or on behalf of Holder pursuant to which Holder agrees to become a party to the Voting Agreement as a “Common Holder” thereunder; and 

(ii) the payment to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being
purchased, by wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company 
 (b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of
calculation as set forth below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such
other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of Shares computed using the following
formula: 
  

									
	  	 	X	  	=	  	 Y (A – B)
	  	 
	 	  	  	A	  	

 Where: 

 

			
		
	 X
	  	 =       The number of Shares to be issued to the Holder

		
	 Y
	  	 =       The number of Shares purchasable under this Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

		
	 A
	  	 =       The fair market value of one Share (at the date of such
calculation)

		
	 B
	  	 =       The Exercise Price (as adjusted to the date of such
calculation)



 For purposes of the calculation above, the fair market value of one Share shall be determined by
the Board of Directors of the Company, acting in good faith; provided, however, that: 
 (i) where a public market exists
for the Company’s common stock at the time of such exercise, the fair market value per Share shall be the average of the closing bid and asked prices of the common stock or the closing price quoted on the national securities exchange on which
the common stock is listed as published in the Wall Street Journal, as applicable, for the ten (10) trading day period ending five (5) trading days prior to the date of determination of fair market value; and 

  
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 (ii) if the Warrant is exercised in connection with the Company’s initial public
offering of common stock, the fair market value per Share shall be the per share offering price to the public of the Company’s initial public offering. 
 (c) Stock Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior
to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the
close of business on such date. As promptly as reasonably practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of shares issuable
upon such exercise. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant. 

(d) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. 

(e) Reservation of Stock. The Company agrees during the term the rights under this Warrant are exercisable to take all
reasonable action to reserve and keep available from its authorized and unissued shares of common stock for the purpose of effecting the exercise of this Warrant such number of shares as shall from time to time be sufficient to effect the exercise
of the rights under this Warrant; and if at any time the number of authorized but unissued shares of common stock shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms, without limitation of such other
remedies as may be available to the Holder, the Company will use all reasonable efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized and unissued shares of its common stock to a number of
shares as shall be sufficient for such purposes. 
 3. Replacement of the Warrant. Subject to the receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount. 

4. Transfer of the Warrant. 
 (a) Warrant Register. The Company shall maintain a register (the “Warrant Register”) containing the name and address of the Holder or Holders. Until this Warrant is
transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. Any Holder of this
Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change. 
 (b) Warrant Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a), issuing the Shares or other securities then issuable
upon the exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities. 

  
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 (c) Transferability of the Warrant. Subject to the provisions of this Warrant
with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”) and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth
in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit C (the “Assignment Form”)) and delivery in the
same manner as a negotiable instrument transferable by endorsement and delivery. 
 (d) Exchange of the Warrant upon a
Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the
Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon
exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer
agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby. 
 (e) Minimum Transfer. This Warrant may not be transferred in part unless such transfer is to a transferee who, pursuant to such transfer, receives the right to purchase at least Twenty-Five
Thousand (25,000) Shares hereunder (as adjusted from time to time in accordance with Section 6). 
 (f)
Taxes. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be
required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax
has been paid or is not payable. 
 5. Restrictions on Transfer of the Warrant and Shares; Compliance with Securities
Laws. By acceptance of this Warrant, the Holder agrees to comply with the following: 
 (a) Restrictions on
Transfers. Subject to Section 5(b), this Warrant may not be transferred or assigned in whole or in part without the Company’s prior written consent, and any attempt by Holder to transfer or assign any rights, duties or obligations
that arise under this Warrant without such permission shall be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees
not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take
and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and 

(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement, or 
 (ii) (A) such Holder shall have given prior written notice to the
Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the
satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other


  
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party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the
Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not
require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a
recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder
to the Company. 
 (b) Permitted Transfers. Permitted transfers include (i) a transfer not involving a change
in beneficial ownership, or (ii) transactions involving the distribution without consideration of Securities by any Holder to (x) a parent, subsidiary or other affiliate of a Holder that is a corporation, (y) any of the Holder’s
partners, members or other equity owners, or retired partners or members, or to the estate of any of its partners, members or other equity owners or retired partners or members, or (z) a venture capital fund that is controlled by or under
common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention
to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. 
 (c) Investment Representation Statement. Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares
with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit
A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed
such other matters related thereto as may be reasonably requested by the Company. 
 (d) Securities Law Legend. The
Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws): 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION
REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

 (e) Market Stand-off Legend. The Shares issued upon exercise hereof shall also be stamped or imprinted with a
legend in substantially the following form: 

  
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 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 

(f) Instructions Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and
giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5. 

(g) Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on
a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if
(i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made
without registration or qualification. 
 6. Adjustments. Subject to the expiration of this Warrant pursuant to
Section 7, the number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows: 
 (a) Merger or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company
(other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 7 in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of
such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such
Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to
such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and
interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the
exercise of this Warrant. 
 (b) Reclassification of Shares. If the securities issuable upon exercise of this
Warrant are changed into the same or a different number of securities of any other class or classes by reclassification, capital reorganization, conversion of all outstanding shares of the relevant class or series (other than as would cause the
expiration of this Warrant pursuant to Section 7) or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then, in any such event, in lieu of the number of Shares which the Holder would
otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the number of securities deliverable upon exercise of this
Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares. 

  
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 (c) Subdivisions and Combinations. In the event that the outstanding shares of
common stock are subdivided (by stock split, by payment of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such
subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding shares of common stock are combined (by
reclassification or otherwise) into a lesser number of shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall, concurrently with the effectiveness of such
combination, be proportionately decreased, and the Exercise Price shall be proportionately increased. 
 (d) Notice of
Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of
securities or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be
furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received
upon exercise of this Warrant. 
 7. Expiration of the Warrant. This Warrant shall expire and shall no longer be
exercisable as of the earliest of: 
 (a) 5:00 p.m., Pacific time, on June 26, 2016; 

(b) Immediately prior to the closing of (i) the acquisition of the Company by another entity by means of any transaction or series of
related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily
for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or
series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total
voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such
acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the, assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where
such sale, lease, or other disposition is to a wholly owned subsidiary of the Company; and 
 (c) Immediately prior to the
closing of an underwritten public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), covering the offering and sale of the
Company’s common stock. 
 8. No Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any
rights as a stockholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder,
as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no 

  
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par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a stockholder of the Company
until the rights under the Warrant shall have been exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein. 
 9. Market Stand-off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period
following the effective date of a registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or
other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).
The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction
on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common
stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary
form consistent with the provisions of this section. 
 10. Representations and Warranties of the Holder. By acceptance
of this Warrant, the Holder represents and warrants to the Company as follows: 
 (a) No Registration. The Holder
understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto. 
 (b) Investment Intent. The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any
distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same. 

(c) Investment Experience. The Holder has substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own
interests. 
 (d) Speculative Nature of Investment. The Holder understands and acknowledges that the Company has a
limited financial and operating history and that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to
hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 

  
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 (e) Access to Data. The Holder has had an opportunity to ask questions of
officers of the Company, which questions were answered to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder
understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The
Holder acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected
that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. 
 (f) Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to
submit to the Company such further assurances of such status as may be reasonably requested by the Company. 
 (g)
Residency. The residency of the Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 

(h) Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently
registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid
for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market
maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144
notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may
be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the
Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons
proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such
offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 
 (i)
No Public Market. The Holder understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the
Company’s securities. 
 (j) Brokers and Finders. The Holder has not engaged any brokers, finders or agents in
connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with the Securities. 

  
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 (k) Legal Counsel. The Holder has had the opportunity to review this Warrant,
the exhibits and schedules attached hereto and the transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or its agents for legal advice with respect to
this investment or the transactions contemplated by this Warrant. 
 (l) Tax Advisors. The Holder has reviewed with
its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any
statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the
transactions contemplated by this Warrant. 
 11. Miscellaneous. 

(a) Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder 

(b) Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore
or thereafter occurring. 
 (c) Notices. All notices and other communications required or permitted hereunder shall
be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed: 

(i) if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the
Company’s records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address, facsimile number or
electronic mail address of the last holder of this Warrant for which the Company has contact information in its records; or 

(ii) if to the Company, to the attention of the President or Chief Financial Officer of the Company at the Company’s address as
shown on the signature page hereto, or at such other address as the Company shall have furnished to the Holder, with a copy to Patrick J. Schultheis, Wilson Sonsini Goodrich & Rosati, P.C., 701 Fifth Avenue, Suite 5100, Seattle, Washington
98104-7036. 
 Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having
been given (i) if delivered by hand, messenger or courier service, when delivered, or (ii) if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of
the United States mail, addressed and mailed as aforesaid, or (iii) if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the relevant electronic mail
address. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error. 

(d) Governing Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and
construed in accordance with the laws of the State of Washington, without regard to the conflicts of law provisions of the State of Washington, or of any other state. 

  
 10 









 (e) Jurisdiction and Venue. Each of the Holder and the Company irrevocably
consents to the exclusive jurisdiction and venue of any court within King County, State of Washington, in connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served
upon them in any manner authorized by the laws of the State of Washington for such persons. 
 (f) Titles and
Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto. 
 (g) Severability. If
any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this
Warrant, and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void
provision. The balance of this Warrant shall be enforceable in accordance with its terms. 
 (h) Waiver of Jury Trial.
EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS
WARRANT. 
 (i) California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT. 
 (j) Saturdays, Sundays and Holidays. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or
U.S. federal holiday. 
 (k) Rights and Obligations Survive Exercise of the Warrant. Except as otherwise provided
herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant. 

(l) Entire Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto)
constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter hereof. 

(signature page follows) 

  
 11 









 The Company and the Holder sign this Warrant as of the date stated on the first page.

  

					
	NANOSTRING TECHNOLOGIES, INC.
		
	By:	 	/s/ Wayne Burns
		 	Name:	 	Wayne Burns
		 	Title:	 	Chief Financial Officer
			
		 	Address:	 	NanoString Technologies, Inc.
		 		 	530 Fairview Avenue N, Suite 2000
		 		 	Seattle, WA 98109


 AGREED AND ACKNOWLEDGED, 
 LEERINK SWANN LLC 
  

			
	By:	  	/s/ Joseph R. Gentile


			
	Name:	  	Joseph R. Gentile


			
	Title:	  	CAO, CFO


			
		
	Address:	  	1251 Avenue of the Americas
	 	  	22nd Floor
	 	  	New York, NY 10020

  

			
		
	Fax number:	  	  

  

			
		
	Email address:	  	  


(Signature Page to Warrant to Purchase Share of Common Stock of NanoString Technologies, Inc.)








 EXHIBIT A 
 NOTICE OF EXERCISE 
  

	TO:	NanoString Technologies, Inc. (the “Company”) 


 

	Attention:	President 

  

	(1)	Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant: 


 

			
	 Number of shares:
	 	 


  

			
	 Type of security:
	 	 


  

	(2)	Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to: 


 

	 	 ̈	A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.


  

	 	 ̈	The net issue exercise provisions of Section 2(b) of the attached warrant. 


 

	(3)	Stock Certificate. Please issue a certificate or certificates representing the shares in the name of: 


 

					
			
	  ̈    
	 	The undersigned	  	


 
					
			
	  ̈    
	 	Other—Name:	  	 
			
		 	Address:	  	 
			
		 	 	  	 
			
		 	 	  	 


  

	(4)	Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of: 


 

					
			
	  ̈    
	 	The undersigned  	  	
			
	  ̈    
	 	Other—Name:	  	 
			
		 	Address:	  	 
			
		 		  	 
			
	  ̈    
	 	Not applicable	  	


  

	(5)	 Investment Intent. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account, not
as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it
have any 



  
 A-1










	 	
contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth in Section 10 of the attached warrant are true and correct
as of the date hereof. 

  

	(6)	Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment Representation Statement
and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. 

  

	(7)	Consent to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware General Corporation Law §232(e), the undersigned consents to the
delivery of any notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication to the facsimile number provided below (or to
any other facsimile number for the undersigned in the Company’s records), (ii) electronic mail to the electronic mail address provided below (or to any other electronic mail address for the undersigned in the Company’s records),
(iii) posting on an electronic network together with separate notice to the undersigned of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General Corporation Law) directed to the
undersigned. This consent may be revoked by the undersigned by written notice to the Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232. 


 

	(8)	Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose
of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 

  

	 	(a)	Right of First Refusal. Before any shares issued to Holder upon exercise of the warrant may be sold or otherwise transferred (including transfer by gift
or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the shares on the terms and conditions set forth in this Section 8(a) (the “Right of First Refusal”).


  

	 	(i)	Notice of Proposed Transfer. The Holder of the shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the
Holder’s bona fide intention to sell or otherwise transfer such shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of shares to be transferred to each
Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as
reasonably possible) to the Company or its assignee(s). 

  

	 	(ii)	Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving
written notice to the Holder, elect to purchase all, but not less than all, of the shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.


  

	 	(iii)	Purchase Price. The purchase price (“Purchase Price”) for the shares purchased by the Company or its assignee(s) under this
Section 8(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non cash consideration shall be determined by the Board of Directors of the Company in good faith.


  

	 	(iv)	Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of
any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 


  
 A-2










	 	(v)	Holder’s Right to Transfer. If all of the shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company
and/or its assignee(s) as provided in this Section 8(a), then the Holder may sell or otherwise transfer such shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated
within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this
Section 8 shall continue to apply to the shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or
other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any shares held by the Holder may be sold
or otherwise transferred. 

  

	 	(vi)	Exception for Permitted Transfers. Anything to the contrary contained in this section 8(a) notwithstanding, Permitted Transfers shall be exempt from the
provisions of this Section 8(a). “Permitted Transfers” include (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of securities
by any Holder to (x) a parent, subsidiary or other affiliate of a Holder that is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners or members, or to the estate of any of its partners,
members or other equity owners or retired partners or members, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the
Holder; provided, in each case, that (i) the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and
circumstances of the proposed disposition and (ii) the transferee or other recipient of the shares shall receive and hold the shares so transferred subject to the provisions of the warrant, including this Notice of Exercise (including this
Section 8), the Amended and Restated Voting Agreement and the Investment Representation Statement, and there shall be no further transfer of such shares except in accordance with the terms of the foregoing. 


 

	 	(b)	Involuntary Transfer. 

  

	 	(i)	Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer of shares by operation of law or other involuntary transfer of all or a
portion of the shares by the record Holder thereof, the Company shall have an option to purchase all of the shares transferred at the greater of the purchase price paid by Holder pursuant to hereto or the Fair Market Value of the shares on the date
of transfer. Upon such a transfer, the person acquiring the shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such shares shall be provided to the Company for a period of thirty (30) days
following receipt by the Company of written notice by the person acquiring the shares. 

  

	 	(ii)	 Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 8(b)(i), the price per share shall be a
price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Holder of the price




  
 A-3










	 	
so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of shares. However, if the Holder does not agree with the valuation as
determined by the Board of Directors of the Company, the Holder shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Holder and whose fees shall be borne equally by the
Company and the Holder. 

  

	 	(c)	Limitations on Transfer Legend. The shares issued upon exercise hereof shall also be stamped or imprinted with a legend in substantially the following
form: 

 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LIMITATIONS ON TRANSFER (INCLUDING A RIGHT OF
FIRST REFUSAL IN FAVOR OF THE COMPANY OR ITS ASSIGNS) AS SET FORTH IN THE NOTICE OF EXERCISE OF WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 

 

	 	(d)	Assignment. The right of the Company to purchase any part of the shares may be assigned in whole or in part to any stockholder or stockholders of the
Company or other persons or organizations. 

  

	 	(e)	Restrictions Binding on Transferees. All transferees of shares or any interest therein will receive and hold such shares or interest subject to the
provisions of this the warrant, including this Notice of Exercise (including this Section 8), the Amended and Restated Voting Agreement and the Investment Representation Statement. Any sale or transfer of the Company’s shares shall be void
unless the provisions the warrant, including this Notice of Exercise (including this Section 8), the Amended and Restated Voting Agreement and the Investment Representation Statement are satisfied. 


 

	 	(f)	Termination of Rights. The right of first refusal granted the Company by Section 8(a) above and the option to repurchase the shares in the event of
an involuntary transfer granted the Company by Section 8(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 8(a) above, a new certificate or certificates representing
the shares not repurchased shall be issued, on request, without the legend referred to in Section 8(c) herein and delivered to Purchaser. 


 

	
	
	  
 (Print name of the warrant holder)

	
	  
 (Signature)

	
	  
 (Name and title of signatory, if applicable)

	
	  
 (Date)

	
	  
 (Fax number)

	
	  
 (Email address)




  
 A-4









 EXHIBIT B 
 Amended and Restated Voting Agreement 

  
 B-1









 EXHIBIT A-l 
 INVESTMENT REPRESENTATION STATEMENT 
 AND 

MARKET STAND-OFF AGREEMENT 
  

					
	 INVESTOR:
	 	 	  	 
		
	 COMPANY:
	 	NANOSTRING TECHNOLOGIES, INC.
		
	 SECURITIES:
	 	THE WARRANT ISSUED ON FEBRUARY 12, 2010 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF
			
	DATE:	 	 	  	

 In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor
represents and warrants to, and agrees with, the Company as follows: 
 1. No Registration. The Investor understands that
the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the
availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto. 

2. Investment Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and
not with a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking,
agreement or arrangement for the same. 
 3. Investment Experience. The Investor has substantial experience in evaluating
and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in
the Company and protecting its own interests. 
 4. Speculative Nature of Investment. The Investor understands and
acknowledges that the Company has a limited financial and operating history and that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of its investment and is able, without
impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 
 5. Access to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Investor believes that it has received all
the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Investor understands that any such discussions, as well as any information issued by the Company, were intended to describe certain
aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the 

  
 A-1-1









 
Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that
some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. 

6. Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a),
promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably requested by the Company. 
 7. Residency. The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.

 8. Restrictions on Resales. The Investor acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has
purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a
“market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a
Form 144 notice, if applicable. The Investor acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Securities and that, in such event,
the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the event the applicable requirements of Rule 144
are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from
registration is available for those offers or sales and that those persons and the brokers who participate in the transactions do so at their own risk. 
 9. No Public Market. The Holder understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a
public market will ever exist for the Company’s securities. 
 10. Brokers and Finders. The Investor has not engaged
any brokers, finders or agents in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or
agents’ commissions or any similar charges in connection with the Securities. 
 11. Legal Counsel. The Investor has
had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the Company or
its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant. 

  
 A-1-2









 12. Tax Advisors. The Investor has reviewed with its own tax advisors the U.S.
federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the
Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.

 13. Market Stand-off. The Investor agrees that the Investor shall not sell or otherwise transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Investor (other than those included in the
registration) during the one hundred eighty (180) day period following the effective date of a registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to
accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE
Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be
promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend with
respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Investor agrees to execute a market stand-off agreement with the relevant
underwriters in customary form consistent with the provisions of this section. 
 (signature page follows)


  
 A-1-3









 The Investor is signing this Investment Representation Statement and Market Stand-Off
Agreement on the date first written above. 
  

	
	INVESTOR
	
	  
 (Print name of the investor)

	
	  
 (Signature)

	
	  
 (Name and title of signatory, if applicable)

	
	  
 (Street address)

	
	  
 (City, state and ZIP)




  
 A-1-4









 EXHIBIT C 
 ASSIGNMENT FORM 
  

					
	ASSIGNOR:	 	 	  	 
		
	COMPANY:	 	NANOSTRING TECHNOLOGIES, INC.
		
	 WARRANT:
	 	THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON FEBRUARY 12, 2010 (THE “WARRANT”)
			
	DATE:	 	 	  	

  

	(1)	Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below
(“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below: 


 

			
		
	Name of Assignee:	 	 
		
	Address of Assignee:	 	 
		
		 	 
		
	Number of Shares Assigned:	 	 


 and does irrevocably constitute and appoint ______________________ as attorney to make such transfer on the books of NanoString Technologies, Inc., maintained for the purpose, with full power of
substitution in the premises. 
  

	(2)	Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the
“Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof. 


 

	(3)	Investment Intent. Assignee represents and warrants that the Securities are being acquired for investment for its own account, not as a nominee or agent, and not
with a view to, or for resale in connection with, the distribution thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking,
agreement or arrangement for the same, and all representations and warranties set forth in Section 10 of the Warrant are true and correct as to Assignee as of the date hereof. 


 

	(4)	Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment Representation Statement and
Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. 


  
 C-1









 Assignor and Assignee are signing this Assignment Form on the date first set forth above.

  

			
	ASSIGNOR	 	ASSIGNEE
		
	  
 (Print name
of Assignor)
	 	  
 (Print
name of Assignee)

		
	  
 (Signature of
Assignor)
	 	  
 (Signature
of Assignee)

		
	  
 (Print name
of signatory, if applicable)
	 	  
 (Print
name of signatory, if applicable)

		
	  
 (Print title
of signatory, if applicable)
	 	  
 (Print
title of signatory, if applicable)

		
	 Address:
	 	 Address:

		
	  
	 	  

		
	  
	 	  



  
 C-2