WITNESSETH:License Agreement • December 26th, 2000 • Exact Corp • Services-commercial physical & biological research • Massachusetts
EXHIBIT 4.4 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...Common Stock Purchase Warrant • March 26th, 2002 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
FIRST AMENDMENT TO AGREEMENT BETWEEN EXACT SCIENCES CORPORATION AND LABORATORY CORPORATION OF AMERICA HOLDINGSAgreement • February 2nd, 2004 • Exact Sciences 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 4.2 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...Warrant Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research • Delaware
Exhibit 10.21 SEVERANCE AGREEMENTSeverance Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research
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...Warrant Agreement • March 26th, 2002 • Exact Sciences Corp • Services-commercial physical & biological research • Massachusetts
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 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
EXACT SCIENCES CORPORATIONSecured Promissory Note • March 26th, 2002 • Exact Sciences Corp • Services-commercial physical & biological research
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
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
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
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...u.s. Purchase Agreement • January 30th, 2001 • Exact Corp • Services-commercial physical & biological research • New York
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...International Purchase Agreement • January 30th, 2001 • Exact Corp • Services-commercial physical & biological research • New York
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.
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:
Exhibit 10.26 WARRANT AGREEMENT December 28, 2000 EXACT Sciences Corporation (the "Corporation") 63 Great Road Maynard, MA 01754 Re: Issuance of Warrant to Purchase Shares of Common Stock of the Corporation...Warrant Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research • Massachusetts
EXACT SCIENCES CORPORATION INDENTURE Dated as of ___________ ___, 2020 as TrusteeIndenture • June 1st, 2020 • Exact Sciences Corp • Services-commercial physical & biological research
INDENTURE, dated as of ________ ___, 2020, between Exact Sciences Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and ________________________, as trustee, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2024 • Exact Sciences Corp • Services-medical laboratories
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of April 15, 2024 (the “Effective Date”), by and between Aaron Bloomer (“Employee”) and Exact Sciences Corporation, a Delaware corporation (the “Company,” and together with Employee, the “Parties”).
RECITALSPledge Agreement • January 8th, 2001 • Exact Corp • Services-commercial physical & biological research • Massachusetts
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”).
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”).
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
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
AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • 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.
EXHIBIT 10.28 AMENDMENT NO. 1 TO FULL RECOURSE PROMISSORY NOTE This Amendment No. 1, dated as of November 30, 2001, is entered into by and among Exact Sciences Corporation, a Delaware corporation (the "Company") and John A. McCarthy Jr. (the "Maker")....Full Recourse Promissory Note • March 26th, 2002 • Exact Sciences Corp • Services-commercial physical & biological research
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 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
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2024 • Exact Sciences Corp • Services-medical laboratories
This First Amendment to Employment Agreement (this “Amendment”) is entered into as of July 31, 2024, by and between Exact Sciences Corporation, a Delaware corporation (the “Company”), and Aaron Bloomer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
