SECOND AMENDMENT TO CONDITIONAL SHARE PURCHASE AGREEMENT
Exhibit 10.2
SECOND AMENDMENT TO
CONDITIONAL SHARE PURCHASE AGREEMENT
This Second Amendment (this “Amendment”) is entered into by and between CareDx, Inc. (the “Purchaser”) and FastPartner AB (the “Seller”) and amends that certain Conditional Purchase Agreement, as amended (the “Agreement”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 38,886,307 shares in Allenex AB (the “Company”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.
WHEREAS the Seller has agreed to extend the due date for the Contingent Cash Component and the Shareholder Loan’s maturity date in consideration of the Purchaser agreeing to pay interest thereon.
The Parties have agreed as follows:
| 1. | CONTINGENT CASH COMPONENT |
| 1.1 | Extension of due date |
The Contingent Cash Component, together with interest accrued pursuant to Section 1.2 below, shall become payable on July 1, 2017.
| 1.2 | Interest |
Interest shall accrue on the Contingent Cash Component from January 1, 2017 to the date of payment thereof at an annual interest rate of ten (10) per cent, calculated on the basis of a 360-day year consisting of twelve 30-day months and compounded annually on June 30 of each year.
| 2 | SHAREHOLDER LOAN |
| 2.1 | Extension of maturity |
The maturity date of the Shareholder Loan is extended until July 1, 2017, and the defined term the “Extended Maturity Date” shall henceforth mean July 1, 2017.
| 2.2 | Interest |
From January 1, 2017, interest on the Shareholder Loan shall accrue at an annual interest rate of ten (10) per cent. All other terms and conditions of the Shareholder Loan relating to accrual and payment of interest shall remain unchanged.
| Second Amendment Conditional Purchase Agreement FastPartner AB |
| 2.3 | Further documents |
As evidence of the foregoing, the Purchaser and the Company shall execute and deliver the form of Addendum to Promissory Note (the “Shareholder Loan Amendment”) attached hereto as Appendix 1.
| 3. | REPRESENTATIONS & WARRANTIES |
| 3.1 | Representations & Warranties of the Seller |
The Seller represents and warrants to the Purchaser that:
| (a) | the execution, delivery and performance of this Amendment and the Shareholder Loan Amendment, when executed and delivered, have been duly authorised by the Seller and constitute legal, valid, binding and enforceable obligations of the Seller; and |
| (b) | the execution, delivery and performance of this Amendment or the Shareholder Loan Amendment by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound. |
| 3.2 | Representations & Warranties of the Purchaser |
The Purchaser represents and warrants to Seller that:
| (a) | the execution, delivery and performance of this Amendment has been duly authorised by the Purchaser and constitutes a legal, valid, binding and enforceable obligation of the Purchaser; and |
| (b) | the execution, delivery and performance of this Amendment by the Purchaser is not contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound. |
| 4. | REQUIRED CONSENTS AND APPROVALS |
The parties hereto acknowledge and agree that this Agreement is subject to the written consent or approval of each of East West Bank (if required) and Danske Bank A/S.
| 5. | GOVERNING LAW; DISPUTE RESOLUTION |
This Amendment, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.
| Second Amendment Conditional Purchase Agreement FastPartner AB |
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Any dispute arising out of or in connection with this Amendment shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 5 of the Agreement.
| 6. | EFFECTIVE DATE |
The effective date of this Amendment is December 31, 2016.
[Signature page to follow]
| Second Amendment Conditional Purchase Agreement FastPartner AB |
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This Amendment has been executed in two (2) original counterparts of which the Parties have taken one each.
| FASTPARTNER AB | CAREDX, INC. | |
| /s/ Sven Olof |
/s/ ▇▇▇▇▇ ▇▇▇▇ | |
| By: Sven Olof | By: ▇▇▇▇▇ ▇▇▇▇ | |
| Date: January 20, 2017 | Date: January 20, 2017 | |
| Place: | Place: Brisbane, California, USA | |
| Second Amendment Conditional Purchase Agreement FastPartner AB |
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Appendix 1
ADDENDUM TO PROMISSORY NOTE
| Second Amendment Conditional Purchase Agreement FastPartner AB |
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