AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of July 31, 2017, by and among Invitae Corporation, a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A, each of whom is an “Investor” (each a “Pre-IPO Investor” and collectively the “Pre-IPO Investors”) under that certain Fifth Amended and Restated Investors’ Rights Agreement made as of August 26, 2014 among the Company and the various Pre-IPO Investors party thereto (as amended to date, the “Prior Agreement”), with each such Pre-IPO Investor listed on the attached Schedule A referred to herein as an “Investor” and collectively as the “Investors.” This Agreement shall be effective, and shall supersede and replace the Prior Agreement, upon execution by the Company and the holders of a majority of the Registrable Securities then outstanding (as defined in the Prior Agreement). Notwithstanding any provision herein to the contrary, the Company may unilaterally amend
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2017 by and among Invitae Corporation, a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories
This Amendment to Registration Rights Agreement (this “Amendment”) is made as of July 31, 2017 (the “Effective Date”), by and among Invitae Corporation, a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A, each of whom is an “Investor” under that certain Fifth Amended and Restated Investors’ Rights Agreement made as of August 26, 2014 among the Company and the various Investors party thereto (as amended to date, the “Agreement”). This Amendment shall be effective upon execution by the Company and the holders of a majority of the Registrable Securities then outstanding (as defined in the Agreement) as of the Effective Date. Unless otherwise defined herein, capitalized terms used in this Amendment have the respective meanings ascribed to them in Section 1 of the Agreement.
AGREEMENT AND PLAN OF MERGER among INVITAE CORPORATION, BUENO MERGER SUB, INC., GOOD START GENETICS, INC., THE NOTEHOLDERS THE MANAGEMENT CARVEOUT PLAN PARTICIPANTS and ORBIMED PRIVATE INVESTMENTS III, LP, as Holders’ Representative July 31, 2017Merger Agreement • August 1st, 2017 • Invitae Corp • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of July 31, 2017 (the “Signing Date”), by and among INVITAE CORPORATION, a Delaware corporation (“Parent”), BUENO MERGER SUB, INC., a Delaware corporation (“Merger Sub”), GOOD START GENETICS, INC., a Delaware corporation (the “Company”), the Noteholders, the Management Carveout Plan Participants and OrbiMed Private Investments III, LP, as representative of the Holders and Management Carveout Plan Participants (as more thoroughly defined in Section 8.5, “Holders’ Representative”). Each of Parent, Merger Sub, the Company, the Noteholders, the Management Carveout Plan Participants and Holders’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” Capitalized terms used herein have the meanings ascribed thereto in Article 1 or elsewhere in this Agreement as identified in Article 1.
