FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 27th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2021, by and among Sera Prognostics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
SERA PROGNOSTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 8th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of ________, 20__, by and between Sera Prognostics, Inc. a Delaware corporation (the “Company”), and ______________(“Indemnitee”).
SERA PROGNOSTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
This Employment Agreement (this “Agreement”) is dated as November 6, 2023 (the “Effective Date”), by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Evguenia Lindgardt (the “Employee”).
SERA PROGNOSTICS, INC. $50,000,000 OF SHARES OF CLASS A COMMON STOCK SALES AGREEMENTSales Agreement • August 7th, 2024 • Sera Prognostics, Inc. • Services-medical laboratories • New York
ContractWarrant Agreement • May 27th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • Delaware
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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECOND AMENDMENT TO COMMERCIALIZATION AGREEMENTCommercialization Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories
THIS Second Amendment to the January 9, 2017 Commercialization Agreement (“Second Amendment”), effective as of the date this Second Amendment is signed by both parties (the “Effective Date”), is made by and between Sera Prognostics, Inc. (“Sera”) and Laboratory Corporation of America Holdings (“Labcorp”). Sera and Labcorp may be referred to herein each as a “Party” or collectively as “Parties.”
June 19, 2020Separation Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
COMMERCIAL COLLABORATION AGREEMENTCommercial Collaboration Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • New York
This Commercial Collaboration Agreement (this “Agreement”), dated as of February 17, 2021 (the “Effective Date”), is made by and between Anthem, Inc. and its Affiliates (as defined below) (collectively, “Anthem”) on the one hand, and Sera Prognostics, Inc. (“Company”) on the other hand.
COMMERCIALIZATION AGREEMENTCommercialization Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • Delaware
This Commercialization Agreement (“Agreement”) is effective as of January 9, 2017 (“Effective Date”) and is entered into by and between Sera Prognostics, Inc. (“Sera”), a Delaware corporation with its principal place of business at 2749 East Parleys Way, Suite 200, Salt Lake City, Utah 84109, and Laboratory Corporation of America Holdings (“LabCorp”), a Delaware corporation with its principal place of business at 531 South Spring Street, Burlington, North Carolina 27215. Each of Sera and LabCorp is referred to herein as a “Party” and together as the “Parties.”
First Amendment to Commercialization AgreementCommercialization Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories
This First Amendment to Commercialization Agreement (“Amendment”) is made and shall be effective upon the date this Amendment is signed by both Parties (“Amendment Date”) by and between Sera Prognostics, Inc. (“Sera”), a Delaware corporation with its principal place of business at 2749 East Parleys Way, Suite 200, Salt Lake City, Utah 84109, and Laboratory Corporation of America Holdings (“LabCorp”), a Delaware corporation with its principal place of business at 531 South Spring Street, Burlington, North Carolina 27215. Each of Sera and LabCorp is referred to herein as a “Party” and together as the “Parties.”
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Sera Prognostics, Inc. • Services-medical laboratories
THIS AMENDMENT No. 2 (“Amendment No.2”) is made effective as of March 18, 2024 (the “Amendment No.2 Effective Date”) by and between Sera Prognostics, Inc., a Delaware corporation having an address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109 (“Company”) and Benjamin Jackson, (“Employee”), each a “Party” and collectively the “Parties.”
LABORATORY SERVICES AGREEMENT PRIMESTUDYLaboratory Services Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
This Laboratory Services Agreement (“Agreement”) is made and entered into effective as of November 10, 2020 (“Effective Date”) by and between Anthem Health Insurance and Amerigroup Corporation, whose principal place of business is 4425 Corporation Lane Virginia Beach, VA 23462 (hereinafter referred to collectively as “Anthem”), and Sera Prognostics, Inc., whose principal place of business is 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109 (“Laboratory”).
May 20, 2021 Benjamin G. JacksonEmployment Agreement • March 29th, 2022 • Sera Prognostics, Inc. • Services-medical laboratories
May 20, 2021Employment Agreement • March 29th, 2022 • Sera Prognostics, Inc. • Services-medical laboratories
SERA PROGNOSTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
This Employment Agreement (this “Agreement”) is entered into as of November 6, 2023 and, except as expressly provided otherwise, effective for all purposes as of June 7, 2023 (the “Effective Date”), by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Austin Aerts (“Employee”).
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO IPO PARTICIPATION, BOARD, OBSERVER...Ipo Participation, Board, Observer and Rights Letter Agreement • March 22nd, 2023 • Sera Prognostics, Inc. • Services-medical laboratories
THIS AMENDMENT No. 1 (“Amendment No. 1”) is made effective as of February 16, 2023 (the “Amendment No. 1 Effective Date”) by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), by Baker Bros. Advisors LP (“BBA”) and/or one or more of its Affiliates (as defined below) (each, an “Investor” and together, the “Investors”), each a “Party” and collectively the “Parties.”
LEASE by and between EASTLAND REGENCY, L.C., a Utah limited liability company, as Landlord and SERA PROGNOSTICS, INC., a Delaware corporation, as Tenant REGENCY OFFICE BUILDING SALT LAKE CITY, UTAH 84109 REGENCY OFFICE BUILDING - 2749 EAST PARLEYS WAY...Lease Agreement • June 11th, 2021 • Sera Prognostics, Inc. • Services-medical laboratories
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Sera Prognostics, Inc. • Services-medical laboratories
THIS AMENDMENT No. 1 (“Amendment No.1”) is made effective as of March 18, 2024 (the “Amendment No.1 Effective Date”) by and between Sera Prognostics, Inc., a Delaware corporation having an address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109 (“Company”) and Austin Aerts, (“Employee”), each a “Party” and collectively the “Parties.”
FIRST AMENDMENT TO LEASELease • March 29th, 2022 • Sera Prognostics, Inc. • Services-medical laboratories
This First Amendment to Lease (“First Amendment”) is entered into as of the 7th day of June 2021 (“Effective Date”), by and between EASTLAND REGENCY, LC., a Utah limited liability company (“Landlord”), and SERA PROGNOSTICS, INC., a Delaware corporation (“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2022 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
THIS AGREEMENT (the “Agreement”) is entered into effective as of January 10, 2022 (the “Effective Date”), between Sera Prognostics Inc. (the “Company”), with a business address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109, and Douglas Fisher, MD (the “Consultant”), with a business address at 587 Patrol Rd, Woodside, CA 94062. Company and Consultant may be referred to herein individually as a “Party” or collectively as “the Parties.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Sera Prognostics, Inc. • Services-medical laboratories
THIS AMENDMENT No. 1 (“Amendment No.1”) is made effective as of March 18, 2024 (the “Amendment No.1 Effective Date”) by and between Sera Prognostics, Inc., a Delaware corporation having an address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109 (“Company”) and J. Jay Boniface, Ph.D., (“Employee”), each a “Party” and collectively the “Parties.”
RETIREMENT AND TRANSITION AGREEMENTRetirement and Transition Agreement • August 9th, 2023 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
This Retirement and Transition Agreement (the “Agreement”) is entered into between Sera Prognostics, Inc. (together with its subsidiaries, affiliates, successors and assigns, the “Company”), and Gregory C. Critchfield, M.D. (“Dr. Critchfield”) (Dr. Critchfield, together with the Company, the “Parties” and each a “Party”), and shall be effective as of the date on which Dr. Critchfield signs below (the “Effective Date”).
THIRD AMENDMENT TO LEASELease • August 9th, 2023 • Sera Prognostics, Inc. • Services-medical laboratories
This Third Amendment to Lease (“Third Amendment”) is entered into as of the 25th day of July 2023 (“Effective Date”), by and between EASTLAND REGENCY, L.C., a Utah limited liability company (“Landlord”), and SERA PROGNOSTICS, INC., a Delaware corporation (“Tenant”).
SERA PROGNOSTICS, INC. EMPLOYMENT AGREEMENT – AMENDMENTEmployment Agreement • March 29th, 2022 • Sera Prognostics, Inc. • Services-medical laboratories
This Amendment (this “Amendment”) is effective for all purposes as of October 29, 2021 (the “Amendment Effective Date”) to amend the Employment Agreement (the “Agreement”) by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Michael Foley, MD (the “Employee”).
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2023 • Sera Prognostics, Inc. • Services-medical laboratories • Utah
This agreement (the “Agreement”) is entered into effective as of July 1, 2023 (the “Effective Date”), between Sera Prognostics Inc. (the “Company”), with a business address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109, and Michael Foley (the “Consultant”). Company and Consultant may be referred to herein individually as a “Party” or collectively as “the Parties.”
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 2 TO IPO PARTICIPATION, BOARD, OBSERVER...Ipo Participation, Board, Observer and Rights Letter Agreement • March 20th, 2024 • Sera Prognostics, Inc. • Services-medical laboratories
THIS AMENDMENT No. 2 (“Amendment No.2”) is made effective as of December 6, 2023 (the “Amendment No.2 Effective Date”) by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), by Baker Bros. Advisors LP (“BBA”) and/or one or more of its Affiliates (as defined below) (each, an “Investor” and together, the “Investors”), each a “Party” and collectively the “Parties.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2024 • Sera Prognostics, Inc. • Services-medical laboratories
THIS AMENDMENT No. 1 (“Amendment No.1”) is made effective as of March 18, 2024 (the “Amendment No.1 Effective Date”) by and between Sera Prognostics, Inc., a Delaware corporation having an address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109 (“Company”) and Paul Kearney, Ph.D., (“Employee”), each a “Party” and collectively the “Parties.”
