INVITAE CORPORATION 7,766,990 Shares of Common Stock, $0.0001 par value per share Underwriting AgreementUnderwriting Agreement • January 26th, 2021 • Invitae Corp • Services-medical laboratories • New York
Invitae Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,766,990 shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,165,048 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INVITAE CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 8, 2021 1.50% Convertible Senior Notes due 2028Indenture • April 8th, 2021 • Invitae Corp • Services-medical laboratories • New York
INDENTURE, dated as of April 8, 2021, between INVITAE CORPORATION, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
INVITAE CORPORATION COMMON STOCK SALES AGREEMENTSales Agreement • May 4th, 2021 • Invitae Corp • Services-medical laboratories • New York
Invitae Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 26th, 2017 • Invitae Corp • Services-medical laboratories
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 15, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and INVITAE CORPORATION, a Delaware corporation and PATIENTCROSSROADS, INC., a California corporation, each with offices located at 1400 16th Street, San Francisco, CA 94103 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 6th, 2014 • Invitae Corp • Services-medical laboratories • California
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of August 26, 2014, by and among Invitae Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of July 31, 2017, by and among Invitae Corporation, a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A, each of whom is an “Investor” (each a “Pre-IPO Investor” and collectively the “Pre-IPO Investors”) under that certain Fifth Amended and Restated Investors’ Rights Agreement made as of August 26, 2014 among the Company and the various Pre-IPO Investors party thereto (as amended to date, the “Prior Agreement”), with each such Pre-IPO Investor listed on the attached Schedule A referred to herein as an “Investor” and collectively as the “Investors.” This Agreement shall be effective, and shall supersede and replace the Prior Agreement, upon execution by the Company and the holders of a majority of the Registrable Securities then outstanding (as defined in the Prior Agreement). Notwithstanding any provision herein to the contrary, the Company may unilaterally amend
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2015 • Invitae Corp • Services-medical laboratories • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2015, between Invitae Corporation, a Delaware corporation (the “Corporation”), and (“Indemnitee”),
INVITAE CORPORATION $75,000,000 COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • February 28th, 2019 • Invitae Corp • Services-medical laboratories • New York
Invitae Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
ContractWarrant Agreement • March 16th, 2017 • Invitae Corp • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2023 • Invitae Corp • Services-medical laboratories • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 7, 2023, by and among Invitae Corporation, a Delaware corporation (the “Company”), and each of the Investors from time to time signatory hereto.
LOCUS DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • January 9th, 2015 • Invitae Corp • Services-medical laboratories • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of July 15, 2010 by and between Locus Development, Inc., a Delaware corporation (the “Company”), and Sean E. George (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2021 • Invitae Corp • Services-medical laboratories • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 16, 2021 (the “Effective Date”) by and among Invitae Corporation, a Delaware corporation (the “Company”), and certain securityholders of Genosity Inc., a Delaware corporation (“Genosity”) listed on Exhibit A hereto (each such securityholder, as well as any permitted transferee of Registrable Securities (as defined below) hereunder, in each case to the extent holding Registrable Securities, a “Holder” and collectively, the “Holders”). Terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
INVITAE CORPORATION 2015 STOCK INCENTIVE PLAN (As Amended and Restated by the Board of Directors on October 18, 2023)2015 Stock Incentive Plan • November 8th, 2023 • Invitae Corp • Services-medical laboratories
INVESTMENT AGREEMENT by and among INVITAE CORPORATION and the parties listed herein Dated as of April 3, 2021Investment Agreement • April 5th, 2021 • Invitae Corp • Services-medical laboratories • Delaware
INDENTURE, dated as of April [•], 2021, between INVITAE CORPORATION, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • September 13th, 2017 • Invitae Corp • Services-medical laboratories • California
This is to confirm the agreement between Scott R. Burell (“Contractor”), and Invitae Corporation (the “Company”) for contract services (the “Agreement”). The terms and conditions of the arrangements between Contractor and the Company are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2018 • Invitae Corp • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2018 by and among Invitae Corporation, a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
INVITAE CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • November 8th, 2022 • Invitae Corp • Services-medical laboratories • California
This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of July 18, 2022 (the “Effective Date”), by and between Kenneth D. Knight (“Executive”) and Invitae Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
AGREEMENT AND PLAN OF MERGER among INVITAE CORPORATION,Merger Agreement • August 4th, 2020 • Invitae Corp • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and dated as of March 10, 2020 (the “Agreement Date”), by and among: (i) Invitae Corporation, a Delaware corporation (“Parent”); (ii) Yasawa Merger Sub A Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub A”); (iii) Yasawa Merger Sub B LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub B”); (iv) YouScript Incorporated, a Delaware corporation (the “Company”); and (v) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative, exclusive agent and attorney-in-fact of the Holders (the “Holders’ Representative”), but solely with respect to the provisions expressly applicable to the Holders’ Representative as set forth herein. Each of Parent, Merger Sub A, Merger Sub B, the Company and the Holders’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the
CREDIT AGREEMENT AND GUARANTY dated as of October 2, 2020 by and among INVITAE CORPORATION, as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Subsidiary Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as the...Credit Agreement • October 5th, 2020 • Invitae Corp • Services-medical laboratories • New York
CREDIT AGREEMENT AND GUARANTY, dated as of October 2, 2020 (this “Agreement”), by and among Invitae Corporation, a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder, Perceptive Credit Holdings III, LP (the “Closing Date Lender”) and each other lender that may from time to time become a party hereto (each, including the Closing Date Lender together with their permitted successors and assigns, a “Lender” and collectively, the “Lenders”), and Perceptive Credit Holdings III, LP, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”).
Lease [Standard Form]Lease • February 2nd, 2015 • Invitae Corp • Services-medical laboratories • California
This Lease, dated for reference September 1, 2011, is made by and between Martin E. Harband, Trustee of the Harband Family Trust u/a/d 08/26/1982 (hereinafter “Lessor”), and Locus Development, Inc., a Delaware corporation, (hereinafter “Lessee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2017 by and among Invitae Corporation, a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
SUBLEASESublease • January 9th, 2015 • Invitae Corp • Services-medical laboratories • California
LOCUS DEVELOPMENT, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 9th, 2015 • Invitae Corp • Services-medical laboratories • California
This Employment Agreement (the “Agreement”) is entered into as of July 30, 2010 (the “Effective Date”) by and between Locus Development, Inc. (the “Company”), and Sean E. George (“Executive”).
INVITAE CORPORATION 2015 STOCK INCENTIVE PLAN (As Amended and Restated by the Board of Directors on August 31, 2021)2015 Stock Incentive Plan • September 14th, 2021 • Invitae Corp • Services-medical laboratories
LOCUS DEVELOPMENT, INC. AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 9th, 2015 • Invitae Corp • Services-medical laboratories • California
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is entered into as of September 2, 2010, by and between Locus Development, Inc., a Delaware corporation (the “Company”), and Sean E. George (“Executive”)
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 9th, 2015 • Invitae Corp • Services-medical laboratories • California
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of August 26, 2014, by and among Invitae Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
MARKETING AND LABORATORY SERVICES AGREEMENTMarketing and Laboratory Services Agreement • September 27th, 2017 • Invitae Corp • Services-medical laboratories • California
THIS MARKETING AND LABORATORY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of September 25, 2017 (the “Effective Date”) by and between COMBIMATRIX MOLECULAR DIAGNOSTICS, INC., a Delaware corporation, with its principal place of business at 300 Goddard, Suite 100, Irvine, California 92618 (“CombiMatrix”) and Invitae Corporation, a Delaware corporation, with its principal place of business at 1400 16th Street, San Francisco, California 94103, and its wholly-owned subsidiary, Good Start Genetics, Inc. (collectively referred to herein as “Invitae”). CombiMatrix and Invitae may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2019 • Invitae Corp • Services-medical laboratories • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2019 (the “Effective Date”) by and among Invitae Corporation, a Delaware corporation (the “Company”) and certain stockholders of Singular Bio, Inc., a Delaware corporation (“Singular”) listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
TRANSACTION BONUS PAYOUT AGREEMENT [Executives]Transaction Bonus Payout Agreement • September 13th, 2017 • Invitae Corp • Services-medical laboratories • Delaware
This TRANSACTION BONUS PAYOUT AGREEMENT (this “Agreement”) is entered into as of July 31, 2017 by and among Invitae Corporation, a Delaware corporation (“Invitae”), CombiMatrix Corporation, a Delaware corporation (“CombiMatrix”), and Scott R. Burell (the “Recipient”). For purposes of this Agreement, the “Invitae Group” refers to Invitae, CombiMatrix and their respective affiliates.
INVITAE CORPORATION AMENDMENT NO. 1 TO SALES AGREEMENTSales Agreement • March 1st, 2019 • Invitae Corp • Services-medical laboratories • New York
INVITAE CORPORATION, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of March 7, 2023 4.5% Series A Convertible Senior Secured Notes due 2028 4.5%...Indenture • March 8th, 2023 • Invitae Corp • Services-medical laboratories • New York
INDENTURE dated as of March 7, 2023 among INVITAE CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors party hereto from time to time, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1.01).
OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:Omnibus Approval and Amendment • January 9th, 2015 • Invitae Corp • Services-medical laboratories
This Omnibus Approval and Amendment (this “Amendment”) is entered into as of October , 2014 (the “Effective Date”), by and among Invitae Corporation, a Delaware corporation (the “Company”), and the following parties:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 31, 2017, by and among INVITAE CORPORATION, a Delaware corporation (“Invitae”), CORONADO MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and COMBIMATRIX CORPORATION, a Delaware corporation (“CombiMatrix”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ENGAGEMENT AGREEMENTEngagement Agreement • December 11th, 2023 • Invitae Corp • Services-medical laboratories • Delaware
THIS ENGAGEMENT AGREEMENT (the “Agreement”) is made as of December 7, 2023, by and between Invitae Corporation (the “Company”), and Jill Frizzley (“Director”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2017 by and among Invitae Corporation, a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of July 31, 2017 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
