CareDx, Inc. Sample Contracts

CareDx, Inc. – CAREDX, INC. 2019 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (September 11th, 2019)

Unless otherwise defined herein, the terms defined in the CareDx, Inc. 2019 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.

CareDx, Inc. – CAREDX, INC. 2019 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (September 11th, 2019)

Unless otherwise defined herein, the terms defined in the CareDx, Inc. 2019 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.

CareDx, Inc. – CAREDX, INC. 2019 INDUCEMENT EQUITY INCENTIVE PLAN (September 4th, 2019)
CareDx, Inc. – CareDx Accuses Natera of False Advertising Claims That Mislead Medical Personnel and Transplant Patients CareDx Files Second Lawsuit Against Natera (April 10th, 2019)

BRISBANE, Calif., April 10, 2019 (GLOBE NEWSWIRE) — CareDx, Inc. (Nasdaq: CDNA), a leading molecular diagnostics company focused on creating diagnostic solutions for organ transplant patients, has filed a second lawsuit against Natera, Inc. in the United States District Court for Delaware. In this suit, CareDx alleges that Natera’s comparisons of its kidney transplant technology to CareDx’s AlloSure technology are based on numerous unscientific, unreliable, and inappropriate conclusions, and are therefore misleading.

CareDx, Inc. – OFFER LETTER (November 26th, 2018)

I am pleased to offer you a position with CareDx, Inc. (the “Company”) as President reporting to Peter Maag, Chief Executive Officer. Start date will be November 26, 2018 or another mutually agreeable date. This position is a full-time, exempt position, based in your home office in Maryland. When not traveling for business, the expectation is that you work out of our headquarters in Brisbane, California, Monday through Thursday every week.

CareDx, Inc. – 2,000,000 Shares CareDx, Inc. UNDERWRITING AGREEMENT (November 14th, 2018)
CareDx, Inc. – LICENSE AND COMMERCIALIZATION AGREEMENT (October 9th, 2018)

This License and Commercialization Agreement (“Agreement”) is effective as of the date of last signature below (the “Effective Date”) by and between Illumina, Inc., a Delaware corporation, having a place of business at 5200 Illumina Way, San Diego, CA, 92122 (“Illumina”), and CareDx, Inc., a Delaware corporation, having a place of business at 3260 Bayshore Boulevard, Brisbane, CA 94005 (“CareDx”). Illumina and CareDx may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

CareDx, Inc. – CAREDX, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities (August 31st, 2018)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

CareDx, Inc. – Credit Agreement and Guaranty dated as of April 17, 2018 among CareDx, Inc. as the Borrower, Certain Subsidiaries of the Borrower from Time to Time Party hereto, as the Subsidiary Guarantors, The Lenders from Time to Time Party hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $35,000,000 (August 9th, 2018)
CareDx, Inc. – Chief Executive Officer CareDx, Inc. 3260 Bayshore Blvd Brisbane, CA 94005 Dear Dr. Maag: (August 9th, 2018)

CareDx, Inc. (the “Borrower”) has requested the commitment of Perceptive Credit Holdings II, LP (the “Lender” or “Perceptive”) to provide financing to the Borrower in the form of a Senior Term Loan Facility in an aggregate principal amount not to exceed $35,000,000 (the “Facility”). Perceptive has agreed to provide such commitment on the terms set forth in this letter (the “Commitment Letter”). The proceeds of the Facility will be used for general corporate purposes, including, without limitation, business development and licensing purposes, the refinancing of existing debt and the payment of fees and expenses associated with the negotiation, execution and implementation of the Facility. The terms and provisions governing the Facility will be substantially as set forth in the draft of the documents set forth on Exhibit A hereto, with such changes which have been previously agreed to by the parties and further changes which are satisfactory to the Lender in its reasonable discretion, in

CareDx, Inc. – COMMON STOCK PURCHASE WARRANT (August 9th, 2018)

This Warrant is issued pursuant to that certain Credit Agreement and Guaranty dated as of April 17, 2018 (the “Credit Agreement”) by and among the Company, as borrower, the subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto, and Holder, as administrative agent for the lenders.

CareDx, Inc. – LICENSE AND COMMERCIALIZATION AGREEMENT (August 9th, 2018)

This License and Commercialization Agreement (“Agreement”) is effective as of the date of last signature below (the “Effective Date”) by and between Illumina, Inc., a Delaware corporation, having a place of business at 5200 Illumina Way, San Diego, CA, 92122 (“Illumina”), and CareDx, Inc., a Delaware corporation, having a place of business at 3260 Bayshore Boulevard, Brisbane, CA 94005 (“CareDx”). Illumina and CareDx may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

CareDx, Inc. – CAREDX, INC. 2014 EQUITY INCENTIVE PLAN, AS AMENDED (June 26th, 2018)
CareDx, Inc. – Chief Executive Officer CareDx, Inc. 3260 Bayshore Blvd Brisbane, CA 94005 Dear Dr. Maag: (May 10th, 2018)

CareDx, Inc. (the “Borrower”) has requested the commitment of Perceptive Credit Holdings II, LP (the “Lender” or “Perceptive”) to provide financing to the Borrower in the form of a Senior Term Loan Facility in an aggregate principal amount not to exceed $35,000,000 (the “Facility”). Perceptive has agreed to provide such commitment on the terms set forth in this letter (the “Commitment Letter”). The proceeds of the Facility will be used for general corporate purposes, including, without limitation, business development and licensing purposes, the refinancing of existing debt and the payment of fees and expenses associated with the negotiation, execution and implementation of the Facility. The terms and provisions governing the Facility will be substantially as set forth in the draft of the documents set forth on Exhibit A hereto, with such changes which have been previously agreed to by the parties and further changes which are satisfactory to the Lender in its reasonable discretion, in

CareDx, Inc. – CareDx Reports Fourth Quarter and FY2017 Financial Results (March 22nd, 2018)

BRISBANE, Calif., March 22, 2018 (GLOBE NEWSWIRE) — CareDx, Inc. (NASDAQ: CDNA), a molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients, today reported financial results for the fourth quarter and full year ended December 31, 2017.

CareDx, Inc. – OFFER LETTER (March 22nd, 2018)

This is a full-time role at the Company with an annualized wage of $240,000.00 paid on a semi-monthly basis on our regular paydays. Deductions required by law or authorized by you will be taken from each paycheck. You will continue to be eligible to participate in our target incentive compensation at a new rate of 50% ($120,000.00) of base salary at 100% of plan. This increase will be effective October 20, 2017.

CareDx, Inc. – November 30, 2017 94656.00001 (December 1st, 2017)

We have acted as counsel to CareDx, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1 (File No. 333-220183) of the Company (as amended through the date hereof, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof, with respect to the resale from time to time by the selling stockholders of the Company, as detailed in the Registration Statement (the “Selling Stockholders”), of up to 1,022,544 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), issued by the Company to the Selling Stockholders on July 3, 2017 pursuant to the terms of those certain Third Amendments to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017 by and between the Company and each of Midroc Invest AB, Fas

CareDx, Inc. – FOURTH AMENDMENT TO CONDITIONAL SHARE PURCHASE AGREEMENT AND CONVERSION AGREEMENT (November 15th, 2017)

This Fourth Amendment to Conditional Share Purchase Agreement and Conversion Agreement (this “Amendment”) is made and entered into as of November 14, 2017, by and between CAREDX, INC., a Delaware corporation (the “Purchaser”), and FastPartner AB (the “Seller”) and amends that certain Conditional Share Purchase Agreement, as amended (the “Agreement”), between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 38,886,307 shares in CareDx International AB (formerly known as Allenex AB) (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on December 16, 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

CareDx, Inc. – AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (November 15th, 2017)

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of November 14, 2017, by and among CareDx, Inc., a Delaware corporation with headquarters located at 3260 Bayshore Boulevard, Brisbane, California 94005 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as EXHIBIT A (individually, an “Investor” and collectively, the “Investors”). Capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in that certain Registration Rights Agreement, entered into as of July 3, 2017, by and among the Company and the Investors (the “Agreement”).

CareDx, Inc. – FOURTH AMENDMENT TO CONDITIONAL SHARE PURCHASE AGREEMENT AND CONVERSION AGREEMENT (November 15th, 2017)

This Fourth Amendment to Conditional Share Purchase Agreement and Conversion Agreement (this “Amendment”) is made and entered into as of November 14, 2017, by and between CAREDX, INC., a Delaware corporation (the “Purchaser”), and Xenella Holding AB (the “Seller”) and amends that certain Conditional Share Purchase Agreement, as amended (the “Agreement”), between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 11,174,755 shares in CareDx International AB (formerly known as Allenex AB) (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on December 16, 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

CareDx, Inc. – FOURTH AMENDMENT TO CONDITIONAL SHARE PURCHASE AGREEMENT AND CONVERSION AGREEMENT (November 15th, 2017)

This Fourth Amendment to Conditional Share Purchase Agreement and Conversion Agreement (this “Amendment”) is made and entered into as of November 14, 2017, by and between CAREDX, INC., a Delaware corporation (the “Purchaser”), and Midroc Invest AB (the “Seller”) and amends that certain Conditional Share Purchase Agreement, as amended (the “Agreement”), between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 43,678,850 shares in CareDx International AB (formerly known as Allenex AB) (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on December 16, 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

CareDx, Inc. – 4,341,600 Shares1 CAREDX, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT (October 5th, 2017)

CareDx, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,341,600 shares (the “Firm Shares”) of common stock, par value $0.001 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 also has granted to the several Underwriters an option to purchase up to 651,240 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 Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”

CareDx, Inc. – [●] Shares1 CAREDX, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT (September 29th, 2017)

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, par value $0.001 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 also has 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 Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”

CareDx, Inc. – August 25, 2017 94656.00001 (August 25th, 2017)

We have acted as counsel to CareDx, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof, with respect to the resale from time to time by the selling stockholders of the Company, as detailed in the Registration Statement (the “Selling Stockholders”), of up to 2,814,299 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which are comprised of: (i) 1,022,544 shares of Common Stock (the “Shares”) issued by the Company to the Selling Stockholders on July 3, 2017 pursuant to the terms of those certain Third Amendments to Conditional Share Purchase Agreements and Conversion Agreements, dated July 1, 2017 by and between the Company and each of Midroc Invest AB, FastPartner AB

CareDx, Inc. – THIRD AMendment to COnditional Share Purchase Agreement And CONVERSION AGREEMENT (August 11th, 2017)

This Third Amendment to Conditional Share Purchase Agreement and Conversion Agreement (this “Amendment”) is made and entered into as of July 1, 2017, by and between CareDx, Inc., a Delaware corporation (the “Purchaser”), and Midroc Invest AB (the “Seller”) and amends that certain Conditional Share Purchase Agreement, as amended (the “Agreement”), between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 43,678,850 shares in CareDx International AB (formerly known as Allenex AB) (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on December 16, 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

CareDx, Inc. – REGISTRATION RIGHTS AGREEMENT (August 11th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of July 3, 2017, by and among CareDx, Inc., a Delaware corporation with headquarters located at 3260 Bayshore Boulevard, Brisbane, California 94005 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).

CareDx, Inc. – THIRD AMendment to COnditional Share Purchase Agreement And CONVERSION AGREEMENT (August 11th, 2017)

This Third Amendment to Conditional Share Purchase Agreement and Conversion Agreement (this “Amendment”) is made and entered into as of July 1, 2017, by and between CareDx, Inc., a Delaware corporation (the “Purchaser”), and FastPartner AB (the “Seller”) and amends that certain Conditional Share Purchase Agreement, as amended (the “Agreement”), between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 38,886,307 shares in CareDx International AB (formerly known as Allenex AB) (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on December 16, 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

CareDx, Inc. – THIRD AMendment to COnditional Share Purchase Agreement And CONVERSION AGREEMENT (August 11th, 2017)

This Third Amendment to Conditional Share Purchase Agreement and Conversion Agreement (this “Amendment”) is made and entered into as of July 1, 2017, by and between CareDx, Inc., a Delaware corporation (the “Purchaser”), and Xenella Holding AB (the “Seller”) and amends that certain Conditional Share Purchase Agreement, as amended (the “Agreement”), between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 11,174,755 shares in CareDx International AB (formerly known as Allenex AB) (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on December 16, 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

CareDx, Inc. – *** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) (June 9th, 2017)

Recitals 1 The Seller owns the Business Assets and carries on the Business. 2 The Seller has agreed to sell and the Buyer has agreed to buy the Business Assets on the terms and conditions of this agreement.

CareDx, Inc. – April 25, 2017 94656.00001 (April 26th, 2017)

We have acted as counsel to CareDx, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof, with respect to the resale from time to time by the selling stockholders of the Company, as detailed in the Registration Statement (the “Selling Stockholders”), of up to 8,250,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which are comprised of: (i) up to 7,000,000 shares of Common Stock (the “Debenture Shares”) issuable upon conversion or redemption of debentures issued by the Company to the Selling Stockholders on March 15, 2017 (the “Debentures”), and (ii) up to 1,250,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of warrants issued by the Comp

CareDx, Inc. – OFFER LETTER (April 21st, 2017)
CareDx, Inc. – COMMON STOCK PURCHASE WARRANT CAREDX, INC. (March 15th, 2017)

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).

CareDx, Inc. – SECURITIES PURCHASE AGREEMENT (March 15th, 2017)

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”).

CareDx, Inc. – REGISTRATION RIGHTS AGREEMENT (March 15th, 2017)

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”).

CareDx, Inc. – SECURITY AGREEMENT (March 15th, 2017)

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”).