Fueling discovery with data.

GENOMA BIOINFORMATICS LLC
INVESTOR AGREEMENT
Effective Date: [Insert Date]

This Investor Agreement (“Agreement”) is entered into by and between:
Genoma Bioinformatics LLC (“Company”), located at [Genoma Bioinformatics], and
[Investor’s Name/Company Name] (“Investor”), located at [Investor’s Address].

The parties agree as follows:

1. Investment Terms

  1. Investment Amount: The Investor agrees to invest $[Insert Amount] in the Company.
  2. Equity Granted: In exchange for the investment, the Company grants the Investor X% equity in the Company.
  3. Stock Options: Alternatively, the Company grants the Investor X stock options, exercisable at $[Insert Exercise Price] per share.

2. Vesting Schedule

  1. Vesting Period: The equity or stock options will vest over a period of 4 years, with a 1-year cliff.
    • Cliff: No equity or stock options will vest until the Investor has been involved with the Company for 1 year.
    • Monthly Vesting: After the cliff, equity or stock options will vest monthly over the remaining 3 years.
  2. Acceleration: In the event of a change of control (e.g., acquisition), all unvested equity or stock options will immediately vest.

3. Valuation

  1. Company Valuation: The pre-money valuation of the Company at the time of this investment is $[Insert Valuation].
  2. Post-Money Valuation: The post-money valuation of the Company is $[Insert Post-Money Valuation].

4. Rights and Obligations

  1. Investor Rights:
    • Information Rights: The Investor has the right to receive annual financial statements and other relevant information about the Company.
    • Voting Rights: The Investor has the right to vote on major company decisions, as outlined in the Company’s operating agreement.
  2. Company Obligations:
    • The Company will use the investment funds for business purposes as outlined in its business plan.
    • The Company will provide regular updates to the Investor on its progress and financial performance.

5. Governing Law

This Agreement is governed by the laws of the State of Nebraska, without regard to its conflict of law principles.

6. Miscellaneous

  1. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings.
  2. Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Genoma Bioinformatics LLC
By: ___________________________
Name: _________________________
Title: _________________________
Date: ___________________________

[Investor’s Name/Company Name]
By: ___________________________
Name: _________________________
Title: _________________________
Date: ___________________________