Aggregation of Stock. All shares of the Preferred Stock held by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Name: Xxxx d’Esparbes Title: Chief Financial Officer Address: 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.), Investors’ Rights Agreement (Progenity, Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Xxxxxxx X. Xxxxxx Name: Xxxx d’Esparbes Xxxxxxx X. Xxxxxx Title: Chief Financial Executive Officer Address: 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LPXxxxxxx, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP M.D. By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx, M.D. Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory Trustee SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxx Xxxxxx Xxxx Xxxxx Name: Xxxxxx Xxxx Title: Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 AttentionHAO Xiaohui Name: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies toHAO Xiaohui Title: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (parties have executed this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) Agreement as of the date set forth belowfirst above written. Capitalized terms used herein but not otherwise defined shall By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx, M.D. Title: Director By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx, M.D. Title: Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the meanings set forth in date first above written. By: its Investment AdviserArrowMark Colorado Holdings, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member By: its General PartnerAMP Life Science GP, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member ARROWMARK FUNDAMENTALOPPORTUNITY FUND L.P. By: its General PartnerArrowMark Partners GP, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the Agreement.date first above written. By: LVP GP III, LLC Its: General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Member By: LVP GP III, LLC Its: General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Member By: LVP GP III, LLC Its: General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP & Treasurer By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: EVP & CLO By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: EVP & CLO By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Member, Management Committee SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. XXXX VENTURES OPPORTUNITY FUND II, LP By: SVO XX XX, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxx Name: Title: XXXX VENTURES LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director SURVIVOR’S TRUST U/A EIGHTH- E&M SHEAREVOCABLE TRUST By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Trustee SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Montreux Equity Management II, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx III Name: Xxxxxx X. Xxxxxx III Title: Managing Member By: Montreux Equity Management III, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx III Name: Xxxxxx X. Xxxxxx III Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: HealthCap V GP SA Its: General Partner By: /s/ Xxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxx Name: Xxx Xxxxxxx Xxxxxxx Xxxxxxxx Title: Director General Manager OFP V ADVISOR AB, as a member and on behalfof all members, if any, of OFCO ClubV By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Partner By: /s/ Per Samuelsson Name: Per Samuelsson Title: Partner SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. KPCB HOLDINGS, INC.,as nominee By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Art Butcher Name: Art Butcher Title: SVP & President SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of April 25, 2019. By: Montreux Growth Management II, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx III Name: Xxxxxx X. Xxxxxx III Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of April 25, 2019. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President and Chief Financial Officer SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of April 25, 2019. By: /s/ Xxxxx XxXxxxxxxx Name: Xxxxx XxXxxxxxxx Title: Senior Vice President of Driehaus Capital Management (USVI) LLC, General Partner SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Xx. Xxxxx X. Auth Xxxxxxx X. and Xxx X. Xxxxx Xxx X. Xxxxxx Boston Scientific Corporation Xxxxxx Living Trust
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Xxxxxx Name: Xxxx d’Esparbes Xxxxxx Title: Chief Financial Executive Officer Address: 0000 Xx Xxxxx 000 000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Xxxx Xxxxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Vivo Ventures VII, LLC its General Partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Partner By: Vivo Ventures VII, LLC its General Partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Partner By its sole general partner: Beacon Bioventures Advisors Fund III Limited Partnership By its sole general partner: Impresa Management LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Sofinnova Management VIII, L.L.C. its General Partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Member The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxxx Xxx-Xxxxxxx Signature Xxxxx Xxxxxx Xxx-Xxxxxxx Name /s/ Xxxxxxx X. Xxxxxxx Signature (if more than one)* Xxxxxxx X. Xxxxxxx Name (if more than one)* Name of Investor (please print) By: Signature (print name and title of signatory) 000 Xxxxx Xxx Xxxx Xxxx Xxxxxxx, XX 00000 The parties parries have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND Signature Name Signature (Aif more than one)* Name (if more than one)* Xxxxxx X. Xxxxx Trust Name of Investor (please print) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.Signature
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.), Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. TRACON Pharmaceuticals, Inc. By: /s/ Xxxx d’Esparbes Xxxxxxx X. Xxxxxx Name: Xxxx d’Esparbes Xx. Xxxxxxx X. Theuer, M.D., PhD Title: Chief Financial Officer President and CEO Address: 0000 Xx Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 Fax: (000) 000-0000 The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. JAFCO Super V3 Investment Limited Partnership By: JAFCO Co., Ltd. Its: General Partner By: /s/ Shinichi Fuki Name: Shinichi Fuki Title: President and CEO Address: Otemachi First Square West Tower 00X, 0-0-0 Xxxxxxxx Xxxxxxx-xx, Xxxxx Xxxxxx 000-0000 Xxxxx Xxxxxx Fax: +00-0-0000-0000 The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LPONC Partners, a Delaware limited partnership L.P. By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its ONC General Partner ByLimited Its: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership ByDirector c/o 00 Xxx Xxxxxx Address: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner BySt Helier Jersey JE23RA Fax: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. Nextech III Oncology, LPCI By: Nextech III GP Ltd Its: General Partner By: /s/ Xxxxxx Xxxxxxxxxxx /s/ Xxxxxx Xxxxx Xxxx Name: Xxxxx Xxxx Xxxxxxxxxxx Xxxxxx Xxxxx Title: Chairman Address: Fax: The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. Arcus Ventures Fund, LP By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Title: General Partner Address: 00 X. 00xx Xx. Xxx. 0000 Xxxxx Xxxxxx Xx XxxxxXxx Xxxx, XX 00000 4,120,000 shares Fax: 000 000-0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of Series A Preferred Stock 4,733,767 Athyrium Opportunities the date first above written. BHP No. 2 Investment Limited Partnership By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Manager of General Partner Address: Akatsuka Xxxxxxxx 0X, 0-0-0, Xxxxxxxxxxxx, Xxxxxxx-xx, Xxxxx 000-0000, Japan Fax: +00 0 0000 0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. Brookline Tracon Investment Fund II, LLC By: Brookline TIFMM LLC Its: Managing Member By: /s/ Xxxxxxx King Name: Xxxxxxx Xxxx III Title: Managing Member Address: 0000 00xx XX X #000 Xxxx, XX 00000 Fax: 000 000 0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. NEW ENTERPRISE ASSOCIATES 14, L.P. By: NEA Partners 14, Limited Partnership Its: General Partner By: NEA 14 GP, LTD Its: General Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer Address: 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Fax: (A000) 000-0000 XXX XXXXXXXX 0000, X.X. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice-President Address: 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Fax: (000) 000-0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. Fourth Avenue Capital Partners LP By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Member c/o Athyrium Capital ManagementQVT Financial LP Address: 1177 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. QVT Fund V LP By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Member c/o QVT Financial LP Address: 1177 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 QVT Fund IV LP By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Member c/o QVT Financial LP Address: 1177 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. Xxxxx Xxxxx /s/ Xxxxx Xxxxx Address: Fax: The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. Quintessence Fund L.P. By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: Managing Member c/o QVT Financial LP Address: 1177 Avenue of the Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. BMV Direct II LP By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Senior Vice President Address: 00000 Xxxxxxxx Xxxxxx Dr San Diego, CA 92128 Fax: 000-000-0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. BioBrit, LLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Member Address: 0000 Xxxxxxx Xxxx La Jolla CA 92037 Fax: 000 000 0000 The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. Xxxxx Xx /s/ Xxxxx Xx Address: Fax: The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. Xxxxxxxxx Xxx /s/ Xxxxxxxxx Xxx Address: Fax: JAFCO Super V3 Investment Limited Partnership Otemachi First Square, West Tower 11F 0-0-0, Xxxxxxxx, Xxxxxxx-xx Xxxxx 000-0000 Xxxxx Attention: Xxxxx Xxxxxx, Ph.D., Senior Manager, Life Science Investment Management Department Facsimile: +00-0-0000-0000 5,000,000 1,036,120 ONC Partners, L.P. 00 Xxx Xxxxxx, Xx Xxxxxx, XX0 0XX, Xxx Xxxxxx Attention: Xxxxxxx Xxxxxxxx 750,000 155,418 Nextech III Oncology, LPCI Xxxxxxxxxxxxxxxxx 00 0000 Xxxxxx, Xxxxxxxxxxx Attention: Xxxxxx Xxxxx Facsimile: +00 (0)00 000 00 00 2,250,000 466,254 Arcus Ventures Fund, LP One Grand Central Place 00 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxxxx, M.D., MBA, General Partner Facsimile: (000) 000-0000 1,000,000 207,224 BHP Xx. 0 Xxxxxxxxxx Xxxxxxx With copies toXxxxxxxxxxx Xxxxxxxx Xxxxxxxx 0X 0-0-0 Xxxxxxxxxxxx, Xxxxxxx-xx Xxxxx 000-0000, Xxxxx Attention: Xxxxx Xxxxxxxxx Xxxxxx Facsimile: +81 3 3862 4167 1,000,000 207,224 Brookline Tracon Investment Fund II, LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx XxxxXxxxx, Xxxxx #000 Xxxxxxxxxx, XX 00000 AttnAttention: Xxxxxx Xxxxxxx 1,610,150 934,579 NEW ENTERPRISE ASSOCIATES 14, L.P. 0000 Xxxxxxxxxxx Xxxxx, Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx, Suite 4700 CharlotteChief Legal Officer Facsimile: (000) 000-0000 5,373,396 XXX XXXXXXXX 0000, NC 28202 X.X. 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx FaxXxxxxx, Vice-President Facsimile: (000-) 000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) 4,559 Fourth Avenue Capital Partners LP c/o Athyrium Capital ManagementQVT Financial LP 1177 Avenue of the Xxxxxxxx, LP 000 0xx Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 AttentionManchester Facsimile: Xxxxx Xxxxxx Fax: (000-) 000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 793,253 QVT Fund V LP c/o Athyrium Capital ManagementQVT Financial LP 1177 Avenue of the Xxxxxxxx, LP 000 0xx Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxx X. and Xxxxx and Xxx Xxxxxxx With a copy toManchester Facsimile: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: (000-) 000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION 726,893 QVT Fund IV LP c/o Athyrium Capital ManagementQVT Financial LP 1177 Avenue of the Xxxxxxxx, LP 000 0xx Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxx X. and Xxxxx and Xxx Xxxxxxx With a copy toManchester Facsimile: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: (000-) 000-0000 9,090,910 shares 123,027 Xxxxx Xxxxx 227,946 Quintessence Fund L.P. c/o QVT Financial LP 1177 Avenue of Series B Preferred Stock the Xxxxxxxx, 0xx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx XxxxxXxx Xxxx, XX 00000 FaxAttention: Xxxx Xxxxxx and Xxxxx Manchester Facsimile: (000-) 000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.89,218
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.), Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. [Signature Page Follows] The parties have executed this Fourth Second Amended and Restated Investors’ Investor Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Name: Xxxx d’Esparbes Title: Chief Financial Officer Address: 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx XxxxxNETLOGIC MICROSYSTEMS, XX 00000 The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LPINC., a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LPXxxxxx President and Chief Executive Officer Excelsior Venture Partners III, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Co-Chief Executive Officer and Chief Investment Officer Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP Fund VIII L.P. By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLCSRB Associates VIII L.P., its General Partner By: /s/ Xxxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, General Partner Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership VIII Affiliates Fund L.P. By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLCSRB Associates VIII L.P., its General Partner By: /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx, General Partner By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, as Trustee Investors: U.S. Trust: Excelsior Venture Partners III, LLC Xxxxx Xxxxx Fund VIII X.X. Xxxxx Xxxxx VIII Affiliates Fund X.X. Xxxx and Xxxx Enterprises, LLC Global Link 1 Capital The Xxxxxxx Family Revocable Living Trust dated April 21, 1995, Xxxxxx Xxxxxxx, Trustee The Individuals’ Venture Fund (1999) Q, L.P. The Individuals’ Venture Fund (1999) L.P. The Individuals’ Venture Fund (Seed) R.L.P. The Individuals’ Venture Fund (Seed) Q, L.P. Silicon Valley Equity Fund II, L.P. Silicon Valley Equity Fund, L.P. Emerging Alliance Fund, L.P. Prudence Venture Investment Corporation Huntington Technology Fund, L.P. Xxxxx Sin Po Xxxx Xxxxxxx Xxxxxx Dimension Partners, LLC Hideyuki Tanigami and Xxxx Xxxxxx-Tanigami, Co-Trustees, U/T/D 9/01/99 Mitsui & Co., Ltd. Xxxxxx X. Xxxxxx Xxxxx Name: Xxxxxx X. & Xxxx Xxxxx Title: Authorized Signatory The parties have executed this Fourth Xxxxxxx Xxxxxxx BSI, SA Mitsubishi International Corporation MC Silicon Valley, Inc. MIC Capital LLC This Amendment to the Second Amended and Restated Investors’ Investor Rights Agreement as of the date first above written. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “JoinderAmendment”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated is made as of August 27March 18, 2019 (as amended from time-to-time, the “Agreement”)2004, by and among ProgenityNetLogic Microsystems, Inc., a Delaware corporation (the “Company”), and certain of the Stockholders listed therein, is made and entered into by investors who are parties (the undersigned (“AssigneeInvestors”) to the Second Amended and Restated Investor Rights Agreement originally dated as of August 31, 2001 (the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the “Investor Rights Agreement”), which is amended hereby.
Appears in 1 contract
Samples: Investor Rights Agreement (Netlogic Microsystems Inc)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. *** The parties have executed this Fourth Amended and Restated Investors’ ' Rights Agreement as of the date first above written. COMPANY: LIMELIGHT NETWORKS, INC. By: /s/ Xxxx d’Esparbes Name: Xxxx d’Esparbes Title: William Rinehart ------------------------------------ William Rinehart Chief Financial Officer Address: 0000 Xx Xxxxx Exexxxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx XxxxxSIGNATURE PAGE TO LIMELIGHT NETWORKS, XX 00000 INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ ' Rights Agreement as of the date first above written. GS CAPITAL PARTNERS V FUND, L.P. BY: GSCP V Advisors, L.L.C. its General Partner BY: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx JOSEPH P. DISABATO ------------------------------------ NAME: JOSEPH P. DISABATO TITLE: MANAXXXX XXXXXXXX GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. BY: GSCP V Offshore Advisors, L.L.C. its General Partner BY: /s/ JOSEPH P. DISABATO ------------------------------------ NAME: JOSEPH P. DISABATO TITLE: MANAXXXX XXXXXXXX GS CAPITAL PARTNERS V GmbH & CO. KG BY: GS Advisors V. L.L.C. its Managing Limited Partner BY: /s/ JOSEPH P. DISABATO ------------------------------------ NAME: JOSEPH P. DISABATO TITLE: MANAXXXX XXXXXXXX GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. BY: GS Advisors V, L.L.C. its General Partner BY: /s/ JOSEPH P. DISABATO ------------------------------------ NAME: JOSEPH P. DISABATO TITLE: MANAXXXX XXXXXXXX SIGNATURE PAGE TO LIMELIGHT NETWORKS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ ' Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LPINVESTORS: FOR INDIVIDUAL: /s/ JON GAVENMAN ---------------------------------------- Signature JON GAVENMAN Print Name Address: 288 N, a Delaware limited partnership AVALON DRIVE LXX XXXXX, XX 00000 XXX XXXXXX: ---------------------------------------- Printed Name of Entity By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP------------------------------------ Signature ---------------------------------------- Printed Name and Title Address: ------------------------------- ------------------------------- SIGNATURE PAGE TO LIMELIGHT NETWORKS, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ ' Rights Agreement as of the date first above written. INVESTOR: THE SAN DOMENICO TRUST UDT DATED AUGUST 12, 1999 By: /s/ Xxxxx Xxxx Xxxxx Xxxx Mark Reinstra ------------------------------------ Name: Mark Reinstra Title: Trustee SIGNATURE PAGE TO LIMELIGHT NETWORKS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ ' Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.INVESTORS:
Appears in 1 contract
Samples: Investors' Rights Agreement (Limelight Networks, Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Xxxxxx Name: Xxxx d’Esparbes Xxxxxx Title: Chief Financial Executive Officer Address: 0000 Xx Xxxxx 000 000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Aperture Ventures III Management, LLC, its General Partner By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Member The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Its By: /s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx Name: Title: Authorized Signatory Xxxxxx X. Xxxxx Xxxxxxx X. Xxxx Investment Manager Assistant Treasurer DUMAC, Inc. DUMAC, Inc. Authorized Agent Authorized Agent The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By its sole general partner: Beacon Bioventures Advisors Fund III Limited Partnership By its sole general partner: Impresa Management LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxxx Xxxx Signature Xxxxxxx Xxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxx Signature Xxxxx Xxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxxxxx Signature Xxxxx Xxxxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) 000 Xxx XxxxxXxxxxx Xxxxxxxxx, XX 00000 The parties have executed this Fourth Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Member of the General Partner The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxx Signature Xxxxxx Xxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) 00 Xxxxxxxxx Xxxx Xxxxxx, XX 00000 000-000-0000 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. Signature Name Signature (if more than one)* Name (if more than one)* Gates Irrevocable Trust 2004 for the Benefit of The Children of Xxxxx X. Xxxxx Name of Stockholder (please print) By: /s/ Xxxxx X. Xxxxx, Trustee Signature Xxxxx X. Xxxxx, Trustee (print name and title of signatory) Xxxxx X. Xxxxx 000 Xx Xxxxxx Xxxx Hillsborough CA 94010 Fax: (000) 000-0000 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxxx X. Xxxxx Signature Xxxxxxx X. Xxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. Signature Name Signature (if more than one)* Name (if more than one)* Colorshape LLC Name of Stockholder (please print) By: /s/ XXXXXXX X. XXXXX Signature XXXXXXX X. XXXXX (print name and title of signatory) 000 Xxxxxxx Xxx-00xx Xxx Xxxx, XX 00000 000-000-0000 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx X. Xxxxxxxx Signature Xxxxx X. Xxxxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (Print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxxx X. Xxxxxx Signature Xxxxxxx X. Xxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (Print name and title of signatory) 0000 Xxxxx Xx. Xxxxxx, XX 00000 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxx-Xxxxxxx Signature Xxxxx Xxx-Xxxxxxx Name /s/ Xxxxxxx X. Xxxxxxx Signature (if more than one)* Xxxxxxx X. Xxxxxxx Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. Signature Name Signature (if more than one)* Name (if more than one)* Mossrock Capital, LLC Name of Stockholder (please print) By: /s/ Xxxxxx Xxxxxx Signature Xxxxxx Xxxxxx, President (print name and title of signatory) 00 Xxxxxx Xxxx Englewood, CO 80113 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxx Xxxxxxxx Signature Xxxx Xxxxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: RA Capital Management, LLC Its General Partner By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorized Signatory The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Rock Springs GP LLC Its: General Partner By: /s/ Xxxxxx XxXxxxx Name: Xxxxxx XxXxxxx Title: Managing Director The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxx Signature Xxxxx Xxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (Print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. Signature Name Signature (if more than one)* Name (if more than one)* Scion Fund III, LLC Name of Stockholder (please print) By: /s/ Xxxxxx Xxxxxxx Signature Xxxxxx Xxxxxxx (print name and title of signatory) 00 Xxxxxxx Xxx Xxxxxxx, XX 00000 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx X. Xxxx Signature Xxxxxx X. Xxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) 000, Xxxxx xxxxx Mountain view CA 94043 The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxxxx X. Xxxxxx Signature Xxxxxxxx X. Xxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Sofinnova Management VIII, L.L.C. its General Partner By: /s/ Xxxxx Xxxxx Name: Title: Managing Member The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxx Xxxxxxx Signature Xxxx Xxxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxxx Xxxxxxx Signature Xxxxxxx Xxxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. Signature Name Signature (if more than one)* Name (if more than one)* 2012 Irrevocable Trust of Xxxx Xxxxxxx Name of Stockholder (please print) By: /s/ Xxxxxxx Xxxxxxx Signature Xxxxxxx Xxxxxxx, Trustee (print name and title of signatory) The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Vivo Ventures VII, LLC its General Partner By: /s/ Xxxxxx Xxx Name: Title: Managing Member By: Vivo Ventures VII, LLC its General Partner By: /s/ Xxxxxx Xxx Name: Title: Managing Member The parties have executed this Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxxx Signature Xxxxx Xxxxxx Name Signature (if more than one)* Name (if more than one)* Name of Stockholder (please print) By: Signature (print name and title of signatory) The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory The parties have executed this Fourth Second Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx H. Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.Signature
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Name: X. XxXxxxxxxx Xxxx d’Esparbes Title: X. XxXxxxxxxx, President and Chief Financial Executive Officer Address: 0000 Xx 000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx XxxxxXxxx, XX 00000 The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: OrbiMed Capital II, LLC its general partner By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: General Partner By: OrbiMed Capital II, LLC its general partner By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: General Partner By: OrbiMed Advisors Inc. as authorized signatory By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: General Partner The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LPMSDW Venture Partners IV, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the L.L.C. as General Partner of Athyrium Opportunities Associates LP each of the limited partnerships named above By: MSDW Venture Partners IV, Inc. By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership Vice President By: ATHYRIUM OPPORTUNITIES ASSOCIATES LPMSVP 2002 Fund, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the L.L.C. as General Partner of Athyrium Opportunities Associates LP each of the limited partnerships named above By: XXXX 0000, Inc. as Member By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory Vice President The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Emphasys Medical, Inc.)
Aggregation of Stock. All shares of the Preferred Stock securities held or acquired by Affiliates affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for the purpose purposes of determining the availability of any rights under this Agreement. The parties have executed are signing this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenstated in the introductory clause. TENAYA THERAPEUTICS, INC., By: /s/ Xxxx d’Esparbes Name: Xxxx d’Esparbes Title: Xxxxx Xxx Xxxxx Xxx, Chief Financial Executive Officer Address: 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 The parties have executed are signing this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenstated in the introductory clause. RTW MASTER FUND, LTD. By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx, M.D. Xxxxxxxx Xxxx, M.D., Director RTW INNOVATION MASTER FUND, LTD. By: /s/ Xxxxxxxx Xxxx, M.D. Xxxxxxxx Xxxx, M.D., Director RTW VENTURE FUND LIMITED By: RTW Investments, LP, its Investment Manager By: /s/ Xxxxxxxx Xxxx, M.D. Xxxxxxxx Xxxx, M.D., Managing Partner [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties have executed are signing this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenstated in the introductory clause. ATHYRIUM OPPORTUNITIES FUND (A) LPRA CAPITAL HEALTHCARE FUND, a Delaware limited partnership L.P. By: ATHYRIUM OPPORTUNITIES ASSOCIATES LPRA Capital Healthcare Fund GP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Printed Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LPManager RA CAPITAL NEXUS FUND II, a Delaware limited partnership L.P. By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LPRA Capital Nexus Fund II GP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Printed Name: Xxxxxx X. Xxxxx Title: Authorized Signatory Manager [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties have executed are signing this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenstated in the introductory clause. THE COLUMN GROUP III, LP By: The Column Group III GP, LP, its General Partner By: The Column Group, LLC, its General Partner By: /s/ Xxxxx Xxxx Xxxxxxxxxxx Xxxxx Xxxx Xxxxxxxxxxx, CFO The parties have executed are signing this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenstated in the introductory clause. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (THE COLUMN GROUP III-A) LP c/o Athyrium Capital Management, LP 000 By: The Column Group III GP, LP, its General Partner By: The Column Group, LLC, its General Partner By: /s/ Xxxxx XxxxxxXxxxxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 AttentionCFO The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. FIDELITY ADVISOR SERIES VII: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies toFIDELITY ADVISOR BIOTECHNOLOGY FUND By: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 /s/ Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 AttentionName: Xxxxx Xxxxxx FaxXxxxx Title: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) Authorized Signatory [Signature Page to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by ] The parties are signing this Amended and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) Restated Investors’ Rights Agreement as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth stated in the introductory clause. FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. GREENLAND NFP B LTD. By: Euclidean Capital LLC, its Manager By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, Senior Vice President [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. WAYCROSS VENTURES LLC By: /s/ Xxxxx Xxxxx Xxxxx Xxxxx, Managing Member [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. CASDIN PARTNERS MASTER FUND, L.P. By: Casdin Partners GP, LLC, its General Partner By: /s/ Xxxxx X’Xxxxx Xxxxx X’Xxxxx, General Counsel The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. CASDIN PRIVATE GROWTH EQUITY FUND, L.P. By: Casdin Private Growth Equity Fund GP, LLC, its General Partner By: /s/ Xxxxx X’Xxxxx Xxxxx X’Xxxxx, General Counsel [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. SYMBIOSIS II, LLC By: /s/ Xxxxx Xxxxx Printed Name: Xxxxx Xxxxx Title: Secretary [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. HARVARD MANAGEMENT PRIVATE EQUITY CORPORATION By: /s/ Xxxxxxx Xxxxxx Printed Name: Xxxxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Printed Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. GV 2019, L.P. By: GV 2019 GP, L.P., its General Partner By: GV 2019 GP, L.L.C., its General Partner By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Authorized Signatory [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. HARTFORD HEALTHCARE ENDOWMENT, LLC By: /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx, Chief Investment Officer [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. HARTFORD HEALTHCARE CORPORATION DEFINED BENEFIT MASTER TRUST By: /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx, Chief Investment Officer [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. GREENSPRING EARLY STAGE I, L.P. By: Greenspring Early Stage General Partner I, L.P., its general partner By: Greenspring Early Stage GP I, LLC, its general partner By: Greenspring Associates, LLC, its sole member By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx, Chief Operating Officer [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. GREENSPRING EARLY STAGE I-G, L.P. By: Greenspring Early Stage General Partner I, L.P., its general partner By: Greenspring Early Stage GP I, LLC, its general partner By: Greenspring Associates, LLC, its sole member By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx, Chief Operating Officer [Signature Page to the Amended and Restated Investors’ Rights Agreement] The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Tenaya Therapeutics, Inc.)
Aggregation of Stock. All shares of the Preferred Stock Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. The parties have executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. By: /s/ Xxxx d’Esparbes Name: Xxxxx Xxxx d’Esparbes Title: Chief Financial Executive Officer Address: 0000 Xx 000 X. Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx XxxxxRoad Sunnyvale, XX 00000 California 94085 The parties have executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Signature Signature Signature The parties have executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. ATHYRIUM OPPORTUNITIES By: Assure Fund Management II, LLC, Manager By: Name: Xxxxxx Xxxxxxx Title: Managing Director The parties have executed this Voting Agreement as of the date first written above. By: Assure Fund Management II, LLC, Manager By: Name: Xxxxxx Xxxxxxx Title: Managing Director The parties have executed this Voting Agreement as of the date first written above. HONE VENTURE FUND (A) LPII, L.P., a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III Hone Venture Fund II GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxx Xx Title: Authorized Signatory Managing Member The parties have executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. /s/ Xxxxx By: Name: Xxxx Xxxxx Xxxx Xxxxxxxx Title: General Partner The parties have executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 AttentionBy: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies toName: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 AttnNicolas El Xxxx Title: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 General Partner The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (parties have executed this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) Voting Agreement as of the date set forth belowfirst written above. Capitalized terms used herein but not otherwise defined shall By: Name: Xxx Xxxxx Title: Chief Financial Officer The parties have executed this Voting Agreement as of the meanings set forth in date first written above. By: Name: Xxxxx Xxxxxxxxxx Title: Manager The parties have executed this Voting Agreement as of the Agreementdate first written above. The parties have executed this Voting Agreement as of the date first written above. By: Name: Xxxx Xxxxxxx Title: Transaction Manager The parties have executed this Voting Agreement as of the date first written above. The parties have executed this Voting Agreement as of the date first written above. By: Name: Xxxx Xxxxxxx Title: Founder The parties have executed this Voting Agreement as of the date first written above. The parties have executed this Voting Agreement as of the date first written above. The parties have executed this Voting Agreement as of the date first written above. By: Name: Xxxxxx Xxxxxxxx Title: Managing Director The parties have executed this Voting Agreement as of the date first written above. The parties have executed this Voting Agreement as of the date first written above. The parties have executed this Voting Agreement as of the date first written above. By: Name: Xxxx Xxxx Title: The parties have executed this Voting Agreement as of the date first written above. By: Name: Ram C. Nalla Title: Trustee The parties have executed this Voting Agreement as of the date first written above. By: Lalit Ventures, LLC Its: General Partner By: Name: Shruti Gandhi Title: Member and Authorized Person The parties have executed this Voting Agreement as of the date first written above. The parties have executed this Voting Agreement as of the date first written above.
Appears in 1 contract
Samples: Voting Agreement (6d Bytes Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxx d’Esparbes Xxxxxxx X. Xxxxxx Name: Xxxx d’Esparbes Xxxxxxx X. Xxxxxx Title: Chief Financial Executive Officer Address: 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LPXxxxxxx, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP M.D. By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxx, M.D. Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory Trustee SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxx Xxxxxx Xxxx Xxxxx Name: Xxxxxx Xxxx Title: Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 AttentionHAO Xiaohui Name: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies toHAO Xiaohui Title: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (parties have executed this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) Agreement as of the date set forth belowfirst above written. Capitalized terms used herein but not otherwise defined shall By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx, M.D. Title: Director By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx, M.D. Title: Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the meanings set forth in date first above written. By: its Investment AdviserArrowMark Colorado Holdings, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member By: its General PartnerAMP Life Science GP, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member By: its General Partner ArrowMark Partners GP, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the Agreement.date first above written. By: LVP GP III, LLC Its: General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Member By: LVP GP III, LLC Its: General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Member By: LVP GP III, LLC Its: General Partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP & Treasurer By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: EVP & CLO By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: EVP & CLO By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Member, Management Committee SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. XXXX VENTURES OPPORTUNITY FUND II, LP By: SVO XX XX, LLC Its: General Partner By: /s/ Xxxxx Xxxxxxxxxx Name: Title: XXXX VENTURES LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director SURVIVOR’S TRUST U/A EIGHTH- E&M SHEAREVOCABLE TRUST By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Trustee SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: Montreux Equity Management II, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx III Name: Xxxxxx X. Xxxxxx III Title: Managing Member By: Montreux Equity Management III, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx III Name: Xxxxxx X. Xxxxxx III Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: HealthCap V GP SA Its: General Partner By: /s/ Xxx Xxxxxxx /s/ Xxxxxxx Xxxxxxxx Name: Xxx Xxxxxxx Xxxxxxx Xxxxxxxx Title: Director General Manager By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Partner By: /s/ Per Samuelsson Name: Per Samuelsson Title: Partner SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. KPCB HOLDINGS, INC.,as nominee By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written. By: /s/ Art Butcher Name: Art Butcher Title: SVP & President SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of April 25, 2019. By: Montreux Growth Management II, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxxxx III Name: Xxxxxx X. Xxxxxx III Title: Managing Member SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of April 25, 2019. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President and Chief Financial Officer SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties have executed this Amended and Restated Investors’ Rights Agreement as of April 25, 2019. By: /s/ Xxxxx XxXxxxxxxx Name: Xxxxx XxXxxxxxxx Title: Senior Vice President of Driehaus Capital Management (USVI) LLC, General Partner SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Xx. Xxxxx X. Auth Xxxxxxx X. and Xxx X. Xxxxx Xxx X. Xxxxxx Boston Scientific Corporation Xxxxxx Living Trust
Appears in 1 contract
Aggregation of Stock. All shares of the Preferred Stock Stockholders may expressly agree that all Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and that rights under this Agreement with respect to such Shares shall be apportioned as among themselves in any manner they deem appropriate and are expressly set forth in such agreement, which shall be in such form as the Company may reasonably require. The parties have undersigned has executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. a Nevada corporation By: /s/ Xxxx d’Esparbes Wxxxxxx X. Xxxxx Name: Xxxx d’Esparbes Wxxxxxx X. Xxxxx Title: Chief Financial Executive Officer Address: 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 The parties have undersigned has executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. FWHC HOLDINGS, LLC, a Delaware limited liability company By: HOA Capital LLC, a Delaware limited liability company, its manager By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx J. Rxx Xxxxxxx, III Name: J. Rxx Xxxxxxx, III Title: Manager The parties have undersigned has executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP liability company By: /s/ Xxxxxx X. Xxxxx Jxxxx St. Lxxxx Name: Xxxxxx X. Xxxxx Jxxxx St. Louis Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory CEO and Manager The parties have undersigned has executed this Fourth Amended and Restated Investors’ Rights Voting Agreement as of the date first above writtenwritten above. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have NAME OF INVESTOR SIGNATURE OF INVESTOR NAME OF INVESTOR By: Name: Title: This Adoption Agreement (“Adoption Agreement”) is executed this Fourth on ___________________, 20__, by the undersigned (the “Transferee”) pursuant to the terms of that certain Amended and Restated Investors’ Rights Voting Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27November ___, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenitythe Company and certain of its Stockholders, Inc., a Delaware corporation (the “Company”), as such Agreement may be amended or amended and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth belowrestated hereafter. Capitalized terms used herein but not otherwise defined in this Adoption Agreement shall have the respective meanings set forth ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows.
Appears in 1 contract
Samples: Voting Agreement (H-Cyte, Inc.)
Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. [SIGNATURE PAGES FOLLOW] The parties hereto have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenwritten above. By: /s/ Xxxx d’Esparbes Xxxxx Xxxxxx Name: Xxxx d’Esparbes Xxxxx Xxxxxx Title: Chief Financial Executive Officer Address: 0000 Xx 000 Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxxxx Xxxx Avenue NE Suite 6000 Atlanta, XX 00000 Georgia 30308 SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenwritten above. By: /s/ Xxxxx Xxxxxx Hardless Name: Xxxxx Xxxxxx Hardless Title: Director Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenwritten above. ATHYRIUM OPPORTUNITIES FUND (A) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Xxxxxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxxxxxx Xxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership ByLegal Director Address: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner ByFax: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenwritten above. By: /s/ Xxxxx Xxxx Xxxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: General Counsel Address: Fax: By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: General Counsel Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above writtenwritten above. By: POLARIS VENTURE MANAGEMENT CO. V, L.L.C. ITS GENERAL PARTNER By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx XxxxxXxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Attorney-in-fact By: POLARIS VENTURE MANAGEMENT CO. V, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital ManagementL.L.C. ITS GENERAL PARTNER By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Attorney-in-fact By: POLARIS VENTURE MANAGEMENT CO. V, LP 000 Xxxxx XxxxxxL.L.C. ITS GENERAL PARTNER By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Attorney-in-fact By: POLARIS VENTURE MANAGEMENT CO. V, Xxxxx 00 L.L.C. ITS GENERAL PARTNER By: /s/ Xxx Xxxx, XX 00000 AttentionXxxxxxxxx Name: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies toXxxxxxxxx Title: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000Attorney-000in-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 fact SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (parties hereto have executed this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) Agreement as of the date set forth belowfirst written above. Capitalized terms used herein but not otherwise defined shall By: CANAAN PARTNERS VIII, LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Member/Manager Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the meanings set forth in date first written above. By: TTP II, LLC, ITS GENERAL PARTNER By: /s/ Xxxxxxxx X. Xxxxxxx, III Name: Xxxxxxxx X. Xxxxxxx, III Title: Managing Partner Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the Agreementdate first written above. By: /s/ Xxxxxx XxxXxxxxx Name: Xxxxxx XxxXxxxxx Title: Manager A By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Manager B Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. By: TTV IVY HOLDINGS MANAGER, LLC, ITS MANAGER By: /s/ Xxxxxxxx X. Xxxxxxx, III Name: Xxxxxxxx X. Xxxxxxx, III Title: Managing Partner Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Corporate Executive Vice President Address: 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Fax: (000) 000-0000 SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. By: ITC PARTNERS GP, LLC, ITS GENERAL PARTNER By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. By: KINETIC VENTURES PARTNERS, VIII, L.L.C., ITS GENERAL PARTNER By: KINETIC VENTURES, L.L.C., ITS MANAGING MEMBER By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. By: /s/ Xxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxx, Xx. Title: CFO Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chair, Investment Committee Address: Fax: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. /s/ Xxxx Xxxxxxx Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. /s/ Xxxxx Xxxxx Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above. /s/ Xxxx Xxxxxxx Address: Fax: SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT The parties hereto have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.
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Aggregation of Stock. All shares of the Preferred Stock held or acquired by Affiliates affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. COMPANY WHITESMOKE, INC. By: /s/ Xxxx d’Esparbes Address: Fax: INVESTORS Alex Hxxxxx Xxxxxngs Ltd. Lesser Trust. Kaedan Investmetns Ltd. By: By: By: Name: Xxxx d’Esparbes Name: Name: Title: Chief Financial Officer AddressTitle: 0000 Xx Title: Gideon Michonik G.K Capital Ltd. Yair Gxxxxxxxxx Xx: By: By: Name: Title: [SIGNATURE PAGE OF INVESTORS’ RIGHTS AGREEMENT] BRMR, LLC. Rovert Gladesxxxx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. ATHYRIUM OPPORTUNITIES FUND Xxxxxstone By: By: By: Name: Title: Marc Txxxxxxx Xxxdsax Xxxxxxxx Xxxid Xxxxxxxx Xx: By: By: Partan Properties (A1993) Ltd Evolution Venture Capital Fund I (Israel) LP, a Delaware limited partnership By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates . Evolution Venture Capital Fund I (Excempt) LP By: /s/ Xxxxxx X. Xxxxx By: By: Name: Xxxxxx X. Xxxxx Name: Name: Title: Authorized Signatory ATHYRIUM OPPORTUNITIES FUND Title: Title: Isard Dunietz (B) LP, a Delaware limited partnership or his successor)1. Hagay Tal Avenue International Corp. By: ATHYRIUM OPPORTUNITIES ASSOCIATES LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES GP LLC, the General Partner of Athyrium Opportunities Associates LP By: /s/ Xxxxxx X. Xxxxx Kopelmxx Xxx. By: Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III CO1 As trustee of the Isard Dunietz 2006 Trust, created by a Declaration of Trust dated July 19, 2006, as it may be amended or restated from time to time thereafter. [SIGNATURE PAGE OF INVESTORS’ RIGHTS AGREEMENT] HOLDERS OF SERIES A PREFERRED STOCK AND HOLDERS OF SERIES A-INVEST 1 LP l PREFERRED STOCK: Joel Oxxx Xxx Ovxx Xxxway Ltd. By: ATHYRIUM OPPORTUNITIES ASSOCIATES CO-INVEST LLC, its General Partner By: /s/ Xxxxxx X. Xxxxx By: Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership Netivim School for Professional Training and Advanced Studies Ltd. Aaron Xxxxxx Xxxid Xxxx Xx: By: ATHYRIUM OPPORTUNITIES ASSOCIATES III LP, its General Partner By: ATHYRIUM OPPORTUNITIES ASSOCIATES III GP LLC, its General Partner Name: Title: Chen Zur Shani Levona Nechasim Ltd. Kaedan Investments Ltd. By: /s/ Xxxxxx X. Xxxxx By: By: Name: Xxxxxx X. Xxxxx Name: Title: Authorized Signatory The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxx Xxxx Xxxxx Xxxx The parties have executed this Fourth Amended and Restated Investors’ Rights Agreement as of the date first above written. /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 4,120,000 shares of Series A Preferred Stock 4,733,767 Athyrium Opportunities Fund (A) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 19,137,693 shares of Series B Preferred Stock 0 Athyrium Opportunities Fund (B) LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With copies to: Xxxxxxxxx Xxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx and Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 10,582,508 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 18,181,818 shares of Series B Preferred Stock 0 Beaver Creek Intermediate Fund, Ltd. x/x Xxxxxx Xxxxxxx 000 Xxxxxxxxxx Xxxxxx, 47th floor Xxx Xxxxxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 4,472,605 MAK Capital Management, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx, XX 00000 2,641,793 shares of Series B Preferred Stock 0 The Moses Trust c/o Savitr Capital 0 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Suite 1400 San Francisco, CA 94105 660,454 shares of Series B Preferred Stock 0 ATHYRIUM OPPORTUNITIES III ACQUISITION LP c/o Athyrium Capital Management, LP 000 Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx and Xxx Xxxxxxx With a copy to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx, Suite 4700 Charlotte, NC 28202 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 9,090,910 shares of Series B Preferred Stock Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx Xxxxx, XX 00000 Fax: 000-000-0000 4,733,767/none/none Xxxx Xxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 2,625,000/none/none Xxxxxx Xxxxxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 6,583,485/1,185,000/20,000 Xxxxx Xxxx c/o Progenity, Inc. 0000 Xx Xxxxx Xxxxxxx Xxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 3,082,903/1,710,000/20,000 This JOINDER (this “Joinder”) to the Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (as amended from time-to-time, the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein, is made and entered into by the undersigned (“Assignee”) as of the date set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.Title:
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