TRUSTEE Dated as of _________ Providing for Issuance of Debt Securities in Series Reconciliation and tie between Indenture, dated as of _________, and the Trust Indenture Act of 1939, as amended.Indenture • September 11th, 2003 • Exact Sciences Corp • Services-commercial physical & biological research • New York
WITNESSETH:License Agreement • December 26th, 2000 • Exact Corp • Services-commercial physical & biological research • Massachusetts
Exhibit 10.21 SEVERANCE AGREEMENTSeverance Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research
Exhibit 1.1 EXACT SCIENCES CORPORATION UNDERWRITING AGREEMENT DATED ____________Underwriting Agreement • September 25th, 2003 • Exact Sciences Corp • Services-commercial physical & biological research • New York
7,000,000 Shares Exact Sciences Corporation Common Stock, $0.01 Par Value per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2017 • Exact Sciences Corp • Services-commercial physical & biological research • New York
TERMS OF LEASE DESCRIPTION -------------- ----------- 1. Date: January 23, 2003Office Lease • March 14th, 2005 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
EXHIBIT 4.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED...Exact Sciences Corp • March 26th, 2002 • Services-commercial physical & biological research • Massachusetts
Exhibit 1.2 EXACT SCIENCES CORPORATION (a Delaware corporation) [number of shares] Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: , 2001 EXACT SCIENCES CORPORATION (a Delaware corporation) [number of shares] Shares of Common Stock (Par...Exact Corp • January 30th, 2001 • Services-commercial physical & biological research • New York
Exhibit 10.17 RESTRICTED STOCK PURCHASE AGREEMENT AGREEMENT, effective as of November 30, 2000, by and between John A. McCarthy, Jr. (the "Purchaser") and EXACT Sciences Corporation (the "Company"), a Delaware corporation. 1. SALE. Pursuant to the...Restricted Stock Purchase Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research • Delaware
Exhibit 1.1 EXACT SCIENCES CORPORATION (a Delaware corporation) [number of shares] Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: --, 2001 EXACT SCIENCES CORPORATION (a Delaware corporation) [number of shares] Shares of Common Stock (Par Value...Purchase Agreement • January 30th, 2001 • Exact Corp • Services-commercial physical & biological research • New York
EXHIBIT 10.32 EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (the "Agreement") is entered into as of November 26, 2002 (the "Effective Date") by and between Matrix Technologies Corporation, d/b/a Apogent Discoveries, a Delaware...Exclusive License Agreement • March 28th, 2003 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
Exhibit 10.33 SUBLICENSE AGREEMENT This Sublicense Agreement (the "Agreement") is entered into as of July 28th, 2003 (the "Effective Date") by and between Beckman Coulter, a Delaware corporation, having a principal place of business at 4300 North...Sublicense Agreement • February 2nd, 2004 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
Exhibit 10.4 SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AGREEMENT, made as of the 7th day of April, 2000, by and among Exact Laboratories, Inc. (the "Company"), Stanley N. Lapidus (the "Founder"), and the persons listed as Investors on...Registration Rights Agreement • October 27th, 2000 • Exact Corp • Delaware
RIGHTS AGREEMENT Dated as of February 22, 2011Rights Agreement • February 23rd, 2011 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
THIS RIGHTS AGREEMENT, dated as of February 22, 2011 (this “Agreement”), is made and entered into by and between Exact Sciences Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,...Joint Filing Agreement • February 14th, 2007 • Exact Sciences Corp • Services-commercial physical & biological research
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Exhibit 4.2 This Warrant has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and may not be sold or transferred unless such sale or transfer is in accordance with the registration requirements...Exact Corp • January 8th, 2001 • Services-commercial physical & biological research • Delaware
Receivables Financing Agreement Dated as of June 29, 2022 by and among Exact Receivables LLC, as Borrower, The Persons from Time to Time Party Hereto, as Lenders and Group Agents, PNC Bank, National Association, as Administrative Agent, Exact Sciences...Receivables Financing Agreement • June 30th, 2022 • Exact Sciences Corp • Services-medical laboratories • New York
This Receivables Financing Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 29, 2022 by and among the following parties:
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2022 • Exact Sciences Corp • Services-medical laboratories • California
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of 9/2/2022 (the “Effective Date”), by and between Brian Baranick (“Employee”) and Exact Sciences Corporation, a Delaware corporation (the “Company,” and together with Employee, the “Parties”).
AGREEMENT AND PLAN OF MERGER By and Among EXACT SCIENCES CORPORATION SPRING ACQUISITION CORP. and GENOMIC HEALTH, INC. Dated as of July 28, 2019Agreement and Plan of Merger • July 30th, 2019 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2019, is made by and among Exact Sciences Corporation, a Delaware corporation (“Parent”), Spring Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Genomic Health, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2011 • Exact Sciences Corp • Services-commercial physical & biological research • Wisconsin
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 15th day of March, 2011, by and between John M. Krayacich (“Employee”) and Exact Sciences Corporation, a Delaware corporation (the “Company”).
EXACT SCIENCES CORPORATION Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 1st, 2023 • Exact Sciences Corp • Services-medical laboratories
This Restricted Stock Unit Award Agreement (“Award Agreement”) is made between Exact Sciences Corporation, a Delaware corporation (the “Company”), and you, a Service Provider to the Company (“Grantee”).
RECITALSPledge Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2017 • Exact Sciences Corp • Services-commercial physical & biological research • Wisconsin
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 8th day of November 2016, by and between Jeffrey T Elliott (“Employee”) and Exact Sciences Corporation, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 30th, 2019 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individually as a “Party” and collectively as the “Parties.” The Advisor and the Stockholder are referred to individually as a “Stockholder Party” and collectively as the “Stockholder Parties.”
Exact Sciences CorporationUnderwriting Agreement • February 27th, 2020 • Exact Sciences Corp • Services-commercial physical & biological research • New York
Exact Sciences Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) $1,000,000,000 aggregate principal amount of the Company’s 0.3750% Convertible Senior Notes due 2028 (the “Convertible Senior Notes”). The $1,000,000,000 aggregate principal amount of the Convertible Senior Notes to be sold by the Company are called the “Initial Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional $150,000,000 aggregate principal amount of its Convertible Senior Notes as provided in Section 2. The additional $150,000,000 aggregate principal amount of Convertible Senior Notes to be sold by the Company pursuant to such option are called the “Option Securities.” The Initial Securities and, if and to the extent such option is exercised, the Option Securities are collectively called the “Securities.” The Securities are to be issued pursuant to an indentur
3,125,000 Shares EXACT SCIENCES CORPORATION COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2011 • Exact Sciences Corp • Services-commercial physical & biological research • Wisconsin
Exact Sciences Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,125,000 shares of the common stock, par value $0.01 per share, of the Company (the “Firm Shares”). Robert W. Baird & Co. Incorporated (“Baird”) has agreed to act as the Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offer and sale of the Shares.
EXACT SCIENCES CORPORATION Incentive Stock Option Agreement Terms and ConditionsIncentive Stock Option Agreement • March 31st, 2009 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • October 27th, 2020 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into as of October 26, 2020, by and among: (i) Exact Sciences Corporation, a Delaware corporation (“Parent”); (ii) Eagle Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Eagle Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) Thrive Earlier Detection Corp., a Delaware corporation (the “Company”); and (v) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Representative. Capitalized terms used herein have the meanings ascribed thereto in Article I or elsewhere in this Agreement as identified in Article I.
Exact Sciences Corporation Incentive Stock Option Award Agreement Cover SheetIncentive Stock Option Award Agreement • August 1st, 2023 • Exact Sciences Corp • Services-medical laboratories
Exact Sciences Corporation, a Delaware corporation, hereby grants to you (the Grantee named below), and you hereby accept, an Option on the following terms and subject to the terms and conditions specified in the attached Terms and Conditions
ContractExact Sciences Corp • March 17th, 2008 • Services-commercial physical & biological research • Massachusetts
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
RELEASE AGREEMENTRelease Agreement • March 31st, 2009 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
This Release Agreement is made between Charles R. Carelli, Jr. (“Executive”) and EXACT Sciences Corporation (the “Company”; together with Executive, the “Parties”).
LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND GENOMIC HEALTH, INC. (TENANT) SEAPORT CENTRE Redwood City, CaliforniaLease • February 21st, 2020 • Exact Sciences Corp • Services-commercial physical & biological research • California
COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • January 28th, 2009 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
THIS COMMON STOCK SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of January 27, 2009 by and between EXACT Sciences Corporation, a Delaware corporation (the “Company”), and Genzyme Corporation, a Massachusetts corporation (the “Investor”).
OFFICE LEASE MARLBOROUGH CAMPUS by and between MARLBOROUGH CAMPUS LIMITED PARTNERSHIP, as landlord and EXACT SCIENCES CORPORATION, as tenantOffice Lease • March 17th, 2008 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
This First Amendment to Lease (the “Amendment”), dated as of August 28, 2003, is made by and between MARLBOROUGH CAMPUS LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Landlord”), and EXACT Sciences Corporation, a Delaware corporation (“Tenant”).
Re: Employee Retention AgreementLetter Agreement • April 22nd, 2008 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
This letter agreement (the “Agreement”) amends and restates the terms of the Employee Retention Agreement dated as of October 23, 2006, by and between EXACT Sciences Corporation, a Delaware corporation (“EXACT” or the “Company”), and you as set forth below. This Agreement will confirm the terms of certain payments and benefits due to you by the Company in the event your employment is terminated pursuant to Section 1 herein and with respect to the occurrence of a Business Event (as defined below).
