ContractAltheaDx, Inc. • July 18th, 2014 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • Delaware
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 17, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ALTHEADX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AltheaDx, Inc. [—] Shares Common Stock ($0.0001 par value) Underwriting AgreementAltheaDx, Inc. • January 23rd, 2015 • Services-medical laboratories • New York
AltheaDx, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Jefferies LLC (the “Representatives”) are acting as representatives, [—] shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [—] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singu
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , is made by and between ALTHEADX, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
May 30, 2013 Jorge Garces 14129 Caminito Vistana San Diego, CA 92130 Dear Jorge,Information and Inventions Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • California
We are pleased to confirm our offer of employment for the position of Chief Operating Officer at AltheaDx, Inc. (“AltheaDx” or the “Company”). This position will report to the Company’s President. This letter agreement sets forth the basic terms and conditions that will govern your employment. Your employment start date will be on a mutually agreed upon date, which shall not be more than two (2) weeks after the closing of that certain corporate transaction by and between AltheaDx and IDGenetix, Inc. (“IDGenetix”), pursuant to which IDGenetix will become a wholly owned subsidiary of AltheaDX.
May 30, 2013 Jorge Garces 14129 Caminito Vistana San Diego, CA 92130 Dear Jorge,AltheaDx, Inc. • July 18th, 2014 • Services-medical laboratories • California
We are pleased to confirm our offer of employment for the position of Chief Operating Officer at AltheaDx, Inc. (“AltheaDx” or the “Company”). This position will report to the Company’s President. This letter agreement sets forth the basic terms and conditions that will govern your employment. Your employment start date will be on a mutually agreed upon date, which shall not be more than two (2) weeks after the closing of that certain corporate transaction by and between AltheaDx and IDGenetix, Inc. (“IDGenetix”), pursuant to which IDGenetix will become a wholly owned subsidiary of AltheaDX.
ContractAltheaDx, Inc. • December 23rd, 2014 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SUMMARY OF BASIC LEASE INFORMATIONAttornment Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories
This Lease, which includes the preceding Summary and the exhibits and the Extension Rider attached hereto and incorporated herein by this reference (the Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between WALTON TORREY OWNER C, L.L.C., a Delaware limited liability company (“Landlord”), and ALTHEADX, INC., a Delaware corporation “Tenant”).
SUBLEASE AGREEMENTSublease Agreement • October 1st, 2014 • AltheaDx, Inc. • Services-medical laboratories • California
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of August 5, 2009 (the “Effective Date”), by and between ALTHEA TECHNOLOGIES, INC., a Delaware corporation (the “Sublessor”) and ALTHEADX, INC., a Delaware corporation (the “Sublessee”).
March 26, 2014 Jeffrey Black Carlsbad, CA 92009 Dear Jeff,Proprietary Information and Inventions Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • California
We are pleased to confirm our offer of employment for the position of Chief Financial Officer at AltheaDx, Inc. (“AltheaDx” or the “Company”). This position will report to the Company’s CEO. This letter agreement sets forth the basic terms and conditions that will govern your employment. Your employment start date is expected to be April 7, 2014.
AltheaDx, Inc.Information and Inventions Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • California
This letter sets forth the terms of the separation and consulting agreement (the “Agreement”) that AltheaDx, Inc. (the “Company”) is offering to aid in your employment transition.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2014 • AltheaDx, Inc. • Services-medical laboratories • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 31, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ALTHEADX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2014 • AltheaDx, Inc. • Services-medical laboratories • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 31, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ALTHEADX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of May, 2013, by and among AltheaDx, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock listed on Exhibit A hereto (each a “Common Holder,” and, collectively, the “Common Holders”) and the purchasers of the Company’s Series A Preferred Stock and Series B Preferred Stock (collectively, the “Preferred Stock”) listed on Exhibit B hereto (each such party, an “Investor,” and, collectively, the “Investors”).
SUBLEASE AGREEMENTSublease Agreement • December 23rd, 2014 • AltheaDx, Inc. • Services-medical laboratories • California
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of August 5, 2009 (the “Effective Date”), by and between ALTHEA TECHNOLOGIES, INC., a Delaware corporation (the “Sublessor”) and ALTHEADX, INC., a Delaware corporation (the “Sublessee”).
