COMMON STOCK PURCHASE WARRANT CAREDX, INC.CareDx, Inc. • March 15th, 2017 • Services-medical laboratories • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 16, 2017 (the “Initial Exercise Date”), and on or prior to the close of business on September 15, 2022 (the “Expiration Date”) but not thereafter, to subscribe for and purchase from CareDx, Inc., a Delaware corporation (the “Company”), up to 1,250,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2017 • CareDx, Inc. • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2017, between CareDx, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 15th, 2017 • CareDx, Inc. • Services-medical laboratories • New York
This SECURITY AGREEMENT, dated as of March 15, 2017 (as may be amended or restated from time to time, this “Agreement”), is by and among CareDx, Inc., a Delaware corporation (the “Company”), any Subsidiaries of the Company that now or at anytime hereafter agree to guarantee the Company’s obligations under the Debentures and/or any documents or instruments associated therewith (such Subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s 9.5% Original Issue Discount Senior Secured Debentures due February 28, 2020, in the original aggregate principal amount of $27,780,000 (collectively, the “Debentures”) that are signatories hereto, their endorsees, transferees and assigns (the “Purchasers”), and JGB Collateral, LLC, a Delaware limited liability company, in its capacity as agent for the Purchasers (“Agent” and collectively with the Purchasers, the “Secured Parties”).
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS...CareDx, Inc. • March 15th, 2017 • Services-medical laboratories • New York
THIS 9.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 9.5% Original Issue Discount Senior Secured Convertible Debentures of CareDx, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 3260 Bayshore Boulevard, Brisbane, California 94005 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture” and collectively with the other debentures of such series, the “Debentures”) and is issued pursuant to the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2017 • CareDx, Inc. • Services-medical laboratories
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
