—] Shares CareDx, Inc. Common Stock ($[—] par value) PURCHASE AGREEMENT [Date], 2014Purchase Agreement • July 15th, 2014 • CareDx, Inc. • Services-medical laboratories • New York
CareDx, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [—] authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to [—] additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
AGREEMENT AND PLAN OF MERGER by and among CAREDX, INC., MONITOR ACQUISITION CORPORATION, IMMUMETRIX, INC., and MATTIAS WESTMAN, AS HOLDERS’ AGENT Dated as of May 17, 2014Merger Agreement • July 15th, 2014 • CareDx, Inc. • Services-medical laboratories • Delaware
This AGREEMENT AND PLAN OF MERGER, made and entered into as of May 17, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among CareDx, Inc., a Delaware corporation (“Parent”), Monitor Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), ImmuMetrix, Inc., a Delaware corporation (“Company”), and Mattias Westman as the Holders’ Agent, for the purposes of Article VII only. Certain capitalized terms used herein have the meanings assigned to in Annex A.
AMENDED AND RESTATED EXCLUSIVE AGREEMENTExclusive Agreement • July 15th, 2014 • CareDx, Inc. • Services-medical laboratories • California
This Amended and Restated Agreement (“Restated Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and ImmuMetrix, Inc. (“ImmuMetrix”), a corporation having a principal place of business at 3183 Porter Drive, Palo Alto, CA, is effective on the 27th day of January, 2014, (“Restatement Effective Date”).
