INVITAE CORPORATION 2015 STOCK INCENTIVE PLANStock Incentive Plan • August 4th, 2020 • Invitae Corp • Services-medical laboratories
AGREEMENT AND PLAN OF MERGER among INVITAE CORPORATION,Agreement and Plan of Merger • August 4th, 2020 • Invitae Corp • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into and dated as of March 10, 2020 (the “Agreement Date”), by and among: (i) Invitae Corporation, a Delaware corporation (“Parent”); (ii) Yasawa Merger Sub A Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub A”); (iii) Yasawa Merger Sub B LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub B”); (iv) YouScript Incorporated, a Delaware corporation (the “Company”); and (v) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative, exclusive agent and attorney-in-fact of the Holders (the “Holders’ Representative”), but solely with respect to the provisions expressly applicable to the Holders’ Representative as set forth herein. Each of Parent, Merger Sub A, Merger Sub B, the Company and the Holders’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the
UNIT PURCHASE AGREEMENT among INVITAE CORPORATION, DAVID COLAIZZI, CHRIS HOWLETT, ANTHONY MUHLENKAMP, GERALD SCHNEIDER, MATT LEHRIAN, and CHRIS HOWLETT, as Sellers’ RepresentativeUnit Purchase Agreement • August 4th, 2020 • Invitae Corp • Services-medical laboratories • California
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into and dated as of March 10, 2020 (the “Agreement Date”) by and among: (i) each of David Colaizzi and Chris Howlett (collectively referred to herein as the “Company Unitholders”, and each individually as a “Company Unitholder”); (ii) each of Anthony Muhlenkamp, Gerald Schneider, and Matt Lehrian (collectively referred to herein as the “Company Noteholders”, and each individually as a “Company Noteholder” and, together with the Company Unitholders, collectively referred to herein as the “Sellers” and each individually as a “Seller”); (iii) the Sellers’ Representative (as defined below), but solely with respect to the provisions expressly applicable to the Sellers’ Representative as set forth herein; and (iv) Invitae Corporation, a Delaware corporation (“Buyer”). Each of the Sellers, Buyer and Sellers’ Representative may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” Capita
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2020 • Invitae Corp • Services-medical laboratories • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 1, 2020 (the “Effective Date”) by and among Invitae Corporation, a Delaware corporation (the “Company”), and CFH Management, L.P., as assignee of David Colaizzi, Chris Howlett, Anthony Muhlenkamp, Gerald Schneider, and Matt Lehrian (the “Unitholders” and each individually as a “Unitholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2020 • Invitae Corp • Services-medical laboratories • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 1, 2020 (the “Effective Date”) by and among Invitae Corporation, a Delaware corporation (the “Company”), and certain securityholders of YouScript Incorporated, a Delaware corporation (“YouScript”) listed on Exhibit A hereto (each such securityholder, as well as any permitted transferee of Registrable Securities (as defined below) hereunder, in each case to the extent holding Registrable Securities, a “Holder” and collectively, the “Holders”).
