GeneDx Holdings Corp. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • January 30th, 2023 • GeneDx Holdings Corp. • Services-health services
GeneDx Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Jefferies LLC (the “Underwriter”) an aggregate of 328,571,429 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 49,285,714 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • January 30th, 2023 • GeneDx Holdings Corp. • Services-health services • Delaware
AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL AT THE APPLICABLE CLOSING REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR AT SUCH CLOSING TO THE FOLLOWING ACCOUNT:
