🌑 ] Shares Progenity, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York
Progenity, 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 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 are herein collectively called the “Securities.”
SETTLEMENT AND GENERAL RELEASE AGREEMENTSettlement and General Release Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Connecticut
This Settlement and General Release Agreement (the “Agreement”) is entered into and made effective as of the 5th day of December, 2018, (the “Effective Date”), by and between Connecticut General Life Insurance Company and Cigna Health and Life Insurance Company (collectively, “Cigna”), with principal offices located at 900 Cottage Grove Road, Bloomfield, Connecticut 06002, and Progenity, Inc. (“Provider”), a Delaware Corporation with offices located at 4330 La Jolla Village Drive, Ste 200, San Diego, CA 92122. Cigna and Provider may hereinafter be referred to herein individually as a “Party” or collectively as the “Parties”.
PROGENITY, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 27, 2019Investors’ Rights Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of the 27th day of August, 2019, by and among Progenity, Inc., a Delaware corporation (the “Company”), the holders of common stock, par value $0.001 per share, of the Company (the “Common Stock”), Series A Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), Series A-1 Preferred Stock, par value $0.001 per share, of the Company (the “Series A-1 Preferred Stock”), Series B Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred Stock” and, together with the Series A Preferred Stock and the Series A-1 Preferred Stock, the “Preferred Stock”) listed on Exhibit A to this Agreement (each, an “Investor” and collectively, the “Investors”), and the holders of Common Stock listed on Exhibit B to this Agreement (each a “Founder” and collectively, the “Founders”, and, together with the Investors, the “Stockholders”).
CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND PROGENITY, INC.Corporate Integrity Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
SETTLEMENT AGREEMENTSettlement Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program (“TRICARE”), and the Office of Personnel Management (“OPM”), which administers the Federal Employees Health Benefits Program (“FEHBP”), (collectively, “the United States”), and Progenity, Inc. (“Progenity”) (hereafter collectively referred to as “the Parties”), through their authorized representatives.
FIRST AMENDMENT TO SERIES B PREFERRED STOCK PURCHASE WARRANT PROGENITY, INC.Series B Preferred Stock Purchase Warrant • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
This FIRST AMENDMENT TO SERIES B PREFERRED STOCK PURCHASE WARRANT (this “Amendment”), is made effective dated as of August 27, 2019, by and between PROGENITY, INC., a Delaware corporation (the “Company”), and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, a Delaware limited partnership (the “Registered Holder”).
CREDIT AND SECURITY AGREEMENT dated as of October 27, 2017 among PROGENITY, INC., as the Borrower, and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as the Collateral Agent and as a Lender, and THE OTHER LENDERS PARTY HERETOCredit and Security Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York
THIS CREDIT AND SECURITY AGREEMENT, dated as of October 27, 2017 (this “Agreement”) is by and among PROGENITY, INC., a Delaware corporation, as the Borrower, the Guarantors from time to time party hereto, ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, a Delaware limited partnership, as a Lender and as Collateral Agent, and the other Lenders from time to time party hereto.
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Minnesota
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into as of September 30, 2019 (the “Effective Date”), by and among United HealthCare Services, Inc. and UnitedHealthcare Insurance Company (collectively, with their affiliates and subsidiaries, “United”), and Progenity, Inc. (“Progenity”). Each party to this Agreement is referred to as a “Party” and together as the “Parties.”
Promissory NotePromissory Note • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • New York
THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) dated as of May 6, 2020 is entered into by and among PROGENITY, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as Collateral Agent (the “Collateral Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
PROGENITY, INC. AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 10, 2020Investors’ Rights Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of August 27, 2019 (the “Agreement”), by and among Progenity, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A thereto (each, an “Investor” and collectively, the “Investors”), and the holders of Common Stock listed on Exhibit B thereto. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 1st, 2020 • Progenity, Inc. • Services-medical laboratories • Texas
This Management Services Agreement (the “Agreement”) dated June 8, 2015 is between Mattison Pathology, LLP d/b/a Avero Diagnostics, a Texas limited liability partnership (the “Company”), and Avero Laboratory Holdings, LLC, a Delaware limited liability company (the “Management Company”). The Company and the Management Company are collectively referred to herein as the “Parties”.
