This SUPPORT AGREEMENT (this Agreement), dated as of September 23, 2020, is by and between Invitae Corporation, a Delaware corporation (Parent), and Persons set forth on Schedule A holding in aggregate at least the Threshold (as defined below) (collectively, the Stockholders, and each, a Stockholder). Terms not defined herein shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
WHEREAS, Parent, Apollo Merger Sub A Inc., a Delaware corporation and a wholly owned, direct subsidiary of Parent (Merger Sub A), Apollo Merger Sub B LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of Parent (Merger Sub B), ArcherDX, Inc., a Delaware corporation (the Company), and Kyle Lefkoff, an individual, solely in his capacity as the representative, agent and attorney-in-fact of the Holders (the Holders Representative), have entered into an Agreement and Plan of Merger and Plan of Reorganization dated June 21, 2020 (as such agreement may be amended or supplemented from time to time pursuant to the terms thereof, the Merger Agreement);
WHEREAS, the Company, Parent and Merger Sub A intend to effect a merger of Merger Sub A with and into the Company (the Reverse Merger) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware, whereupon Merger Sub A shall cease to exist and the Company shall become a wholly-owned Subsidiary of Parent;
WHEREAS, as part of the same overall transaction, promptly following the Reverse Merger, the Company, Parent and Merger Sub B intend to effect a merger of the Company with and into Merger Sub B in accordance with the Merger Agreement and the Delaware Limited Liability Company Act, whereupon the Company shall cease to exist and Merger Sub B shall survive the Forward Merger as a continuing wholly-owned Subsidiary of Parent;
WHEREAS, as of the date hereof, each Stockholder is the holder of the number of shares of Company Capital Stock and/or Company Options and/or Company Warrants, in each case, set forth on Schedule A-1 included on such Stockholders signature page hereto (all such shares of Company Capital Stock set forth on such Schedule A-1 or hereafter issued to or otherwise acquired, whether beneficially or of record, or owned by such Stockholder, being referred to herein as the Subject Shares, and together with all such Company Options and Company Warrants set forth on Schedule A-1 included on such Stockholders signature page hereto or securities convertible into, exchangeable for or that represent the right to receive Company Common Stock that are hereinafter issued to or otherwise acquired, whether beneficially or of record, or owned by such Stockholder prior to the termination of this Agreement, being referred to herein as the Subject Securities);
WHEREAS, the Stockholders hold at least 51% of the outstanding Company Common Stock as of the date hereof on a fully diluted and as-converted to Company Common Stock basis (i.e., assuming the exercise of all Company Options and Company Warrants and the conversion of all Company Preferred Stock including shares issuable upon exercise of the Company Warrants) (such level of holding, the Threshold); and
WHEREAS, pursuant to the Merger Agreement, any shares of Parent Common Stock issued pursuant to the Reverse Merger (including as part of the treatment or conversion of any Company Options or Company Warrants as contemplated by the Merger Agreement) (collectively, the Merger Shares) are subject to the Lock-Up Restriction i.e., a lock-up arrangement, to be implemented through instructions by Parent to its transfer agent, legends and any other procedures deemed reasonably appropriate by Parent, which prevents the sale, transfer or other disposition of any Merger Shares, or any interest therein, for a period of ninety (90) days following the Closing Date; provided, however, that upon the execution and