REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2020, is made and entered into by and among VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), VG Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
48,000,000 Units VG Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 16th, 2020 • VG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VG Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 1, 2020, by and between VG ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Evan Lovell (“Indemnitee”).
23ANDME HOLDING CO. COMMON STOCK SALES AGREEMENTSales Agreement • February 6th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations • New York
VG Acquisition Corp. New York, NY 10012Underwriting Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as def
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), and VG Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2020, is by and between VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2020 • VG Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2020 by and between VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2020 • VG Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of February 28, 2020, is made and entered into by and between Bleecker Street Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Bleecker Street Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among 23andMe Holding Co., and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of February 4, 2021Registration Rights Agreement • February 4th, 2021 • VG Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among (i) 23andMe Holding Co., a Delaware corporation domesticated from VG Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) the stockholders of the Company party hereto (the “Stockholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.6 of this Agreement (each, a “Holder” and collectively with the Stockholders, the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of [●], by and between 23andMe Holdings Co, a Delaware corporation formerly known as VG Acquisition Corp. (the “Company”), and [●], an individual (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 4th, 2021 • VG Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 4th day of February 2021, by and between VG Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
23ANDME HOLDING CO. 2021 INCENTIVE EQUITY PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 25th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [ ] (the “Date of Grant”), is delivered by 23andMe Holding Co. (the “Company”) to [ ] (the “Participant”).
February 1, 2019 Kenneth J. HillanEmployment Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • California
AGREEMENT AND PLAN OF MERGER by and among VG ACQUISITION CORP., CHROME MERGER SUB, INC., and 23ANDME, INC. dated as of February 4, 2021Merger Agreement • February 4th, 2021 • VG Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of February 4, 2021, is entered into by and among VG Acquisition Corp., a Cayman Islands exempted company (“VGAC”), Chrome Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of VGAC (“Merger Sub” and, together with VGAC, the “VGAC Parties”), and 23andMe, Inc., a Delaware corporation (the “Company”). VGAC, Merger Sub and the Company are referred to herein as the “Parties”. Section 1.01 sets forth definitions in respect of certain capitalized terms used in this Agreement, as well as cross-references to capitalized terms defined elsewhere in this Agreement.
CONSULTING AGREEMENTConsulting Agreement • May 24th, 2024 • 23andMe Holding Co. • Pharmaceutical preparations
This Consulting Agreement sets forth the terms of the consultancy arrangement between the Consultant (as defined below) and 23andMe, Inc. (including its affiliates, “23andMe”), as follows:
COLLABORATION AGREEMENT BETWEEN GlaxoSmithKline Intellectual Property (No.3) Limited AND 23andMe, Inc.Collaboration Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • Delaware
This Collaboration Agreement (“Agreement”) is made and entered into as of July 24, 2018 (“Execution Date”) and is effective as of the Effective Date (as defined below), by and between GlaxoSmithKline Intellectual Property (No.3) Limited, a company registered in England and Wales (registered number 11480952) with a registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (“GSK”), and 23andMe, Inc., a company formed under the laws of Delaware whose principal place of business is at 899 West Evelyn Ave., Mountain View, CA 94041 (“23andMe”). GSK and 23andMe are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
RELINQUISHMENT AGREEMENTRelinquishment Agreement • May 25th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations • Delaware
This RELINQUISHMENT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2021, by and between 23andMe Holding Co., a Delaware corporation (“Parent”), and Paul Johnson (“Holder”).
February 20, 2020Employment Agreement • November 8th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations
VG ACQUISITION CORP. New York, New York, 10012Administrative Services Agreement • September 16th, 2020 • VG Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between VG Acquisition Corp. (the “Company”) and VG Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
23ANDME HOLDING CO. 2021 INCENTIVE EQUITY PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • August 13th, 2021 • 23andMe Holding Co. • Pharmaceutical preparations • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [●] (the “Date of Grant”), is delivered by 23andMe Holding Co. (the “Company”) to [●] (the “Participant”).
FIRST AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • Delaware
THIS FIRST AMENDMENT (this “Amendment”), dated 8TH April 2019 (the “First Amendment Effective Date”), by and between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO.3) LIMITED, a company registered in England and Wales (registered number 11480952) with a registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (“GSK”) and 23ANDME, INC., a company formed under the laws of Delaware whose principal place of business is at 899 West Evelyn Ave., Mountain View, CA 94041 (“23andMe”) hereby amends the Collaboration Agreement by and between GSK and 23andMe, dated July 24, 2018 (the “Agreement”).
SUPPORT AGREEMENTSupport Agreement • February 4th, 2021 • VG Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made as of February 4, 2021, by and among (i) VG Acquisition Corp., a Cayman Islands corporation (“VGAC”), (ii) VG Acquisition Sponsor LLC, a Cayman Islands corporation (“Sponsor”), (iii) 23andMe, Inc., a Delaware corporation (the “Company”), and (iv) the undersigned Company stockholders, each of whom is as of the date of this Agreement either a director or officer of the Company, or a five percent (5%) or greater stockholder of the Company, and who together hold less than 100% of the outstanding voting capital stock of the Company (the “Company Stockholders” and, together with Sponsor, the “Voting Parties” and each a “Voting Party”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 16th, 2021 • VG Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2021 (this “Amendment”), is entered into by and among VG Acquisition Corp., a Cayman Islands exempted company (“VGAC”), Chrome Merger Sub, Inc., a Delaware corporation and a wholly owned direct Subsidiary of VGAC (“Merger Sub” and, together with VGAC, the “VGAC Parties”), and 23andMe, Inc., a Delaware corporation (the “Company”), with reference to that certain Agreement and Plan of Merger dated as of February 4, 2021 (the “Merger Agreement”) by and among the VGAC Parties and the Company. Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Merger Agreement.
SECOND AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • Delaware
THIS SECOND AMENDMENT (this “Amendment”), dated January 13, 2021 (the “Amendment Effective Date”), by and between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO.3) LIMITED, a company registered in England and Wales (registered number 11480952) with a registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, United Kingdom (“GSK”) and 23ANDME, INC., a company formed under the laws of Delaware whose principal place of business is at 223 N Mathilda Ave., Sunnyvale, CA 94086 (“23andMe”), hereby amends the Collaboration Agreement by and between GSK and 23andMe, dated July 24, 2018 (as amended by the First Amendment dated April 8, 2019) (the “Agreement”).
23ANDME, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • California
This Stock Option Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between 23andMe, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2006 Equity Incentive Plan, as amended (the “Plan”).
October 21, 2021Employment Agreement • February 11th, 2022 • 23andMe Holding Co. • Pharmaceutical preparations
23andMe Holding Co. (together with its subsidiary, 23andMe, Inc., the "Company") is pleased to offer to you the following employment terms:
Amendment No. 4 to Consulting Agreement and Statement of Work #1Consulting Agreement • May 25th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations
This Amendment No. 4 (“Amendment No. 4”) is to the Consulting Agreement by and between 23andMe, Inc. (“23andMe”) and Richard Scheller, Ph.D. (“Consultant”) with an Effective Date of April 1, 2019, and as amended (“Agreement”), including Statement of Work #1 (“SOW#1”) to the Agreement. Collectively, 23andMe and Consultant may be referred to as “Parties.” Capitalized terms not defined herein will have the meanings ascribed to them in the Agreement.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 4th, 2021 • VG Acquisition Corp. • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among 23andMe, VGAC, Credit Suisse as representative of the several Underwriters, Sponsor, the Insiders and the Holders (as each such term is defined below, together, each individually a “Party and collectively the “Parties”), in respect of and in reference to:
23andMe, Inc. EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENTEmployee Invention Assignment and Confidentiality Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec • California
The following confirms an agreement (“Agreement”) between me and 23andMe, Inc., a Delaware corporation (the “Company”), which is a material part of the consideration for my employment by the Company:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among 23ANDME HOLDING CO. a Delaware corporation, LIFE MERGER SUB ONE, INC. a Delaware corporation, LIFE MERGER SUB TWO, INC. a Delaware corporation, LEMONAID HEALTH, INC. a Delaware corporation...Merger Agreement • October 22nd, 2021 • 23andMe Holding Co. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 21, 2021 (this “Agreement”), is entered into by and among 23andMe Holding Co., a Delaware corporation (“Parent”), Life Merger Sub One, Inc., a Delaware corporation and direct wholly owned Subsidiary of Parent (“First Merger Sub”), Life Merger Sub Two, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), Lemonaid Health, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as representative of the Indemnifying Parties (the “Securityholder Representative”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in Exhibit A to this Agreement.
Amendment No. 3 to Consulting Agreement and Statement of Work #1Consulting Agreement • May 25th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations
This Amendment No. 3 (“Amendment No. 3”) is to the Consulting Agreement by and between 23andMe, Inc. (“23andMe”) and Richard Scheller, Ph.D. (“Consultant”) with an Effective Date of April 1, 2019, and as amended (“Agreement”), including Statement of Work #1 (“SOW#1”) to the Agreement. Collectively, 23andMe and Consultant may be referred to as “Parties.” Capitalized terms not defined herein will have the meanings ascribed to them in the Agreement.
Amendment No. 1 to Consulting AgreementConsulting Agreement • May 5th, 2021 • VG Acquisition Corp. • Measuring & controlling devices, nec
This Amendment No. 1 (“Amendment No.1”) is to the Consulting Agreement by and between 23andMe, Inc. (“23andMe”) and Richard Scheller, Ph.D. (“Consultant”) with an Effective Date of April 1, 2019 (“Agreement”). Collectively, 23andMe and Consultant may be referred to as “Parties.” Capitalized terms not defined herein will have the meanings ascribed to them in the Agreement.
October 24, 2023 Paul Johnson Newport Beach, CA 92625 Re: Resignation Agreement Dear Paul:Resignation Agreement • October 27th, 2023 • 23andMe Holding Co. • Pharmaceutical preparations
This letter (the “Agreement”) confirms the agreement between you and 23andMe, Inc. (the “Company”) regarding your resignation from the Company and the transition of your employment responsibilities with the Company. Except as set forth in this Agreement, the Company does not owe you any severance, termination payments or compensation or benefits of any kind, whether under your offer letter or otherwise. You acknowledge that, in connection with, and as an inducement to the Company to proceed with, the Company’s acquisition of Lemonaid Health, Inc. (the “Lemonaid Acquisition”), you signed and continue to be bound by that certain Relinquishment Agreement (the “Relinquishment Agreement”) and that certain Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), each dated as of October 21, 2021.
