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0001104659-19-042681 Sample Contracts

VOTING AGREEMENT
Voting Agreement • July 30th, 2019 • Genomic Health Inc • Services-medical laboratories • 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.”

Standard Contracts

VOTING AGREEMENT
Voting Agreement • July 30th, 2019 • Genomic Health Inc • Services-medical laboratories • 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”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent and the Stockholder are referred to individually as a “Party” and collectively as 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, 2019
Merger Agreement • July 30th, 2019 • Genomic Health Inc • Services-medical laboratories • 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.