FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
This Fourth Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of the 27th day of August, 2019, by and among Progenity, Inc., a Delaware corporation (the Company), the holders of common stock, par value $0.001 per share, of the Company (the Common Stock), Series A Preferred Stock, par value $0.001 per share, of the Company (the Series A Preferred Stock), Series A-1 Preferred Stock, par value $0.001 per share, of the Company (the Series A-1 Preferred Stock), Series B Preferred Stock, par value $0.001 per share, of the Company (the Series B Preferred Stock and, together with the Series A Preferred Stock and the Series A-1 Preferred Stock, the Preferred Stock) listed on Exhibit A to this Agreement (each, an Investor and collectively, the Investors), and the holders of Common Stock listed on Exhibit B to this Agreement (each a Founder and collectively, the Founders, and, together with the Investors, the Stockholders).
WHEREAS, the Company and certain of the Stockholders (the Existing Stockholders) have previously entered into that certain Investors Rights Agreement, dated as of January 18, 2012, which was subsequently amended and restated as of June 12, 2013, August 8, 2016, and October 27, 2017 (as amended, the Prior Agreement);
WHEREAS, the Prior Agreement may be amended, and any provision therein waived, with the written consent of the Company and the holders of at least a majority of the outstanding Registrable Securities (as defined in the Prior Agreement);
WHEREAS, the Company and the Investors listed on Annex A of the Purchase Agreement (as defined below) (the Purchasers), have entered into that certain Series B Preferred Stock Purchase Agreement of even date herewith (the Purchase Agreement), which provides that as a condition to the closing of the purchase by the Purchasers of shares of Series B Preferred Stock, this Agreement must be executed and delivered by certain other Stockholders and the Company;
WHEREAS, a condition to the Companys obligation to consummate the transactions contemplated by the Purchase Agreement, is that holders of the Series A-1 Preferred Stock shall have been offered the opportunity to exchange their 1,250,000 shares of Series A-1 Preferred Stock for shares of Series B Preferred Stock pursuant to an Exchange Agreement, in the form attached thereto (the Series A-1 Exchange); and
WHEREAS, the Company and the Existing Stockholders set forth below desire to induce the Purchasers to purchase shares of Series B Preferred Stock pursuant to the Purchase Agreement by agreeing to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Company and the Existing Stockholders hereby agree that the Prior Agreement shall