AGREEMENT AND PLAN OF MERGER By and Among EXACT SCIENCES CORPORATION SPRING ACQUISITION CORP. and GENOMIC HEALTH, INC. Dated as of July 28, 2019Agreement and Plan of Merger • July 30th, 2019 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2019, is made by and among Exact Sciences Corporation, a Delaware corporation (“Parent”), Spring Acquisition Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Genomic Health, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
VOTING AGREEMENTVoting Agreement • July 30th, 2019 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), [·] (the “Advisor”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent, Advisor and the Stockholder are referred to individually as a “Party” and collectively as the “Parties.” The Advisor and the Stockholder are referred to individually as a “Stockholder Party” and collectively as the “Stockholder Parties.”
VOTING AGREEMENTVoting Agreement • July 30th, 2019 • Exact Sciences Corp • Services-commercial physical & biological research • Delaware
This VOTING AGREEMENT, dated as of July 28, 2019 (this “Agreement”), is made and entered into by and among Exact Sciences Corporation, a Delaware Corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Genomic Health, Inc., a Delaware corporation (the “Company”). Parent and the Stockholder are referred to individually as a “Party” and collectively as the “Parties.”
