COMMON STOCK PURCHASE WARRANT PROGENITY, INC.Common Stock Purchase • August 23rd, 2021 • Progenity, Inc. • Services-medical laboratories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PROGENITY, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
40,000,000 Shares of Common Stock and Warrants to Purchase 40,000,000 Shares of Common Stock Progenity, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 2021 • Progenity, Inc. • Services-medical laboratories • New York
Progenity, Inc., a Delaware corporation (the “Company”), proposes to sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of (i) 40,000,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company and (ii) warrants to purchase up to 40,000,000 shares of Common Stock in the form set forth on Exhibit A (the “Firm Warrants”). The Firm Shares consist of 40,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the Underwriter an option to purchase up to (i) 6,000,000 additional shares of Common Stock (the “Option Shares”) and/or (ii) warrants to purchase up to 6,000,000 shares of Common Stock in the form set forth on Exhibit A (the “Option Warrants” and together with the Firm Warrants, the “Warrants”) on the terms and for the purposes set forth in Section 3 hereof. The Firm Shares, the Firm Warrants and any Option Shares and Option Warrants purchased pursu
