EX-4.2





 Exhibit 4.2 

REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 8, 2021 (the
“Effective Date”) by and among Invitae Corporation, a Delaware corporation (the “Company”), and certain securityholders of Reference Genomics, Inc. d/b/a One Codex, a Delaware corporation (“One
Codex”) listed on Exhibit A hereto (each such securityholder, as well as any permitted transferee of Registrable Securities (as defined below) hereunder, in each case to the extent holding Registrable Securities, a
“Holder” and collectively, the “Holders”). Terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Company, One Codex, Orion Merger Sub A Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub A”), Orion Merger Sub B LLC, a Delaware limited liability company and wholly owned subsidiary of the Company
(“Merger Sub B”), and Fortis Advisors LLC, a Delaware limited liability company, as Holders’ Representative (as defined therein), have entered into that certain Agreement and Plan of Merger dated as of February 3, 2021
(the “Merger Agreement”), pursuant to which (i) Merger Sub A will be merged with and into One Codex, and One Codex shall continue as the surviving entity and wholly owned subsidiary of the Company (the “Reverse
Merger”) and (ii) promptly thereafter as part of the same overall transaction, and in all cases on the Closing Date, One Codex will be merged with and into Merger Sub B, and Merger Sub B shall continue as the surviving entity and
wholly owned subsidiary of the Company (the “Forward Merger” and, together with the Reverse Merger, the “Mergers”); 

WHEREAS, in connection with the Mergers and pursuant to the Merger Agreement, the Company issued to the Holders at the Closing shares of the
Company’s common stock, par value $0.0001 per share, identified on Exhibit A hereto as Stock Consideration Shares (the “Shares”) pursuant to the Merger Agreement; and 

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Company agreed to grant certain
registration rights to the Holders as set forth in this Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.1 Definitions. For purposes of this Agreement, the following terms and variations thereof have the
meanings set forth below: 
 “Affiliate” means, with respect to any person, any other person that, directly or indirectly,
controls, or is controlled by, or is under common control with, such person. For this purpose: (a) “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise; and (b)
“person” means any natural person, corporation, limited liability company, partnership, association, trust or other entity. 












 “Agreement” has the meaning set forth in the preamble. 

“Business Day” means any day, other than a Saturday, Sunday or one on which banks are authorized by law to be closed in New
York, New York. 
 “Company” has the meaning set forth in the preamble. 

“Company Indemnitee” has the meaning set forth in Section 4.1(b). 

“Effective Date” has the meaning set forth in the preamble. 

“Effectiveness Period” has the meaning set forth in Section 3.1(b). 

“Exchange Act” means the Securities Exchange Act of 1934. 

“Grace Period” has the meaning set forth in Section 3.2(h). 

“Holder” has the meaning set forth in the preamble. 

“Holder Indemnitee” has the meaning set forth in Section 4.1(a). 

“Indemnified Party” has the meaning set forth in Section 4.1(c). 

“Indemnifying Party” has the meaning set forth in Section 4.1(c). 

“Merger Agreement” has the meaning set forth in the recitals. 

“One Codex” has the meaning set forth in the preamble. 

“Registrable Securities” means the Shares issued to the Holders pursuant to the Merger Agreement and any securities issued or
issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to such securities; provided, however, that Registrable Securities shall cease to be Registrable Securities with respect to a
particular Holder when (i) such securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144; (ii) such securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations; or (iii) such securities cease to be outstanding. 

“Registration Expenses” means all expenses incurred by the Company in effecting the registration pursuant to this Agreement,
including all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, “blue sky” fees and expenses, and expenses of the Company’s independent registered public accounting firm in connection
with any regular or special reviews or audits incident to or required by any such registration, but shall not include Selling Expenses. 

  
 2 













 “Registration Statement” has the meaning set forth in Section 3.1.

 “Rule 144” means Rule 144 under the Securities Act or any successor or other similar rule, regulation or interpretation
of the SEC that may at any time permit the sale of Registrable Securities to the public without registration. 
 “Rule 405”
means Rule 405 under the Securities Act or any successor or other similar rule. 
 “Rule 415” means Rule 415 under the
Securities Act or any successor or other similar rule providing for offering securities on a continuous or delayed basis. 
 “Rule
424” means Rule 424 under the Securities Act or any successor or other similar rule. 
 “Shares” has the meaning
set forth in the recitals. 
 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933. 

“Selling Expenses” means all discounts, selling commissions, fees of selling brokers, dealer managers and similar securities
industry professionals and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel for the Company included in Registration
Expenses). 
 “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or
similarly dispose of (by merger, testamentary disposition, operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer,
assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or otherwise) any Shares. 

“Violation” has the meaning set forth in Section 4.1(a). 

  
 3 













 ARTICLE II 

TRANSFER RESTRICTIONS 

Section 2.1 General Transfer Restrictions. The right of any Holder to Transfer any Shares held by it is
subject to the restrictions set forth below. 
 (a) Each Holder acknowledges that the Shares have not been registered under the Securities
Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Holder covenants that the Shares will only be disposed of
pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any
applicable state and foreign securities laws. In connection with any Transfer of the Shares other than a Transfer (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 or (iv) if
Holder is a venture capital or private equity fund, a customary distribution to its partners or members for no consideration, the Company may require the Holder to provide to the Company an opinion of counsel selected by the Holder and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act; provided, however, that prior to any
transfer pursuant to clause (iv) above, each transferee shall agree in writing to be bound by this Agreement (it being understood that the rights of the transferor under this Agreement shall likewise be deemed assigned to such transferee upon
such transfer). 
 (b) Each Holder agrees to the affixing, so long as is required by this Section 2.1, of the following legend on any
certificate or book-entry position evidencing any of the Shares: 
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES
LAWS. 
 Certificates or book-entry positions evidencing the Shares shall not be required to contain such legend or any other legend (i) following
any sale of such Shares pursuant to an effective registration statement (including the Registration Statement described in Section 3.1) covering the resale of the Shares, (ii) following any sale of such Shares pursuant to Rule 144 or if
the Shares are transferrable by a person who is not an Affiliate of the Company or the applicable Holder pursuant to Rule 144 without any volume or manner of sale restrictions thereunder, (iii) if Holder is not an Affiliate of the Company, six
(6) months following the Closing, provided, however, that in the case of (i), (ii) and (iii), above, the Holder provides the Company with customary legal representation letters reasonably acceptable to the Company, or (iv) if
the Holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act. Whenever such restrictions shall cease and terminate as to
any Shares the Holder of such securities shall be entitled to receive from the Company upon a written request in writing, without expense, new securities of like tenor not bearing the legend set forth herein, and such new securities shall be issued
promptly, but in no event less than five (5) Business Days after a written request to remove such legends. 

  
 4 













 (c) Notwithstanding anything herein to the contrary, following registration of the Shares,
each Holder agrees not to sell any Shares issued to such Holder if the sales of such shares would, when combined with the sale of any other Shares by such Holder in any one (1) day period, exceed five percent (5%) of the average daily trading
volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days preceding such date of sale; provided, however, that if the aggregate number of Shares represents less than fifty percent
(50%) of the average daily trading volume of the Company’s common stock on the New York Stock Exchange over the five (5) trading days preceding the Closing Date (the “Average Volume”), such resale volume limitations shall
not apply. If the aggregate number of Shares issued to a Holder represents more than the Average Volume, the Company may place such legends or stock transfer restrictions on the Shares as shall be appropriate for enforcing the provisions of this
Section 2(c). 
 ARTICLE III 

REGISTRATION AND PROCEDURES 

Section 3.1 S-3 Registration. 

(a) In compliance with the terms of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-3ASR (or such other form that the Company is then eligible to use if not eligible to use Form S-3ASR) covering the resale as a secondary offering to be made on a continuous
basis pursuant to Rule 415 of all Registrable Securities. The registration statement (or new registration statement) required to be filed pursuant to this Section 3.1, together with any amendments and supplements to such registration statement,
including post-effective amendments, and all exhibits and all materials incorporated by reference in such registration statement other than a registration statement on Form S-4 or S-8, is referred to herein as the “Registration Statement.” 
 (b) The Company shall
exercise commercially reasonable efforts to prepare and file the Registration Statement with the SEC no later than fifteen (15) Business Days after the Closing Date; provided, however, that no filing of such Registration Statement
shall be required (i) during any period in which the Company’s insider trading policy would prohibit executive officers of the Company from trading in the Company’s securities, or (ii) prior to the date which is two (2) days
following the Company’s first filing with the SEC after the Closing Date of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q. Subject to the terms
of this Agreement, the Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after such filing if not otherwise effective upon filing and to keep the Registration Statement
continuously effective and in compliance with the Securities Act and usable for resale of Registrable Securities covered thereby from the date of its initial effectiveness until the earlier of (i) the date on which such Registrable Securities
have been disposed of in accordance with the Registration Statement or pursuant to Rule 144 or (ii) such Registrable Securities may be sold pursuant to Rule 144 without any limitation as to manner-of-sale restrictions or volume limitations (such period, the “Effectiveness Period”); provided, however, that nothing in this Agreement shall require the Company to
maintain any Registration Statement once the Shares cease to be Registrable Securities. 

  
 5 













 (c) It shall be a condition precedent to the obligations of the Company to take any action
pursuant to Section 3.1 or Section 3.2 with respect to Registrable Securities of a Holder that the Holder shall furnish to the Company such information regarding such Holder as required under Section 3.4(a). 

Section 3.2 Registration Procedures; Company Obligations. The Company shall use commercially reasonable
efforts to effect the registration of the Registrable Securities in accordance with Section 3.1, and in connection therewith shall have the following obligations: 

(a) No later than the first Business Day after the Registration Statement becomes effective, the Company shall file with the SEC the final
prospectus included therein pursuant to Rule 424. The Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, shall comply as to form and content with the
applicable requirements of the Securities Act and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading. 
 (b) Subject to Section 3.2(h), the Company shall prepare and file with the SEC such amendments
and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective and usable for resale of the Registrable Securities covered thereby
at all times during the Effectiveness Period. The Company shall use commercially reasonable efforts to cause any post-effective amendment to the Registration Statement that is not effective upon filing to become effective as soon as practicable
after such filing. No later than the first Business Day after a post-effective amendment to the Registration Statement becomes effective, the Company shall file with the SEC the final prospectus or prospectus supplement included therein pursuant to
Rule 424. 
 (c) The Company shall as promptly as practicable notify the Holders of the time when the Registration Statement becomes
effective or an amendment or supplement to any prospectus forming a part of such Registration Statement has been filed. The Company shall furnish to the Holders, without charge, such documents, including copies of any preliminary prospectus or final
prospectus contained in the Registration Statement or any amendments or supplements thereto, as such Holder may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities covered by the Registration
Statement. 
 (d) The Company shall use commercially reasonable efforts to register or qualify, and cooperate with the Holders of
Registrable Securities covered by the Registration Statement in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of each state and other
jurisdiction of the United States as any such Holder reasonably requests in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then
so subject. 

  
 6 













 (e) The Company shall promptly notify (which notice shall be accompanied by an instruction
to suspend the use of the prospectus) the Holders when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which any prospectus included in, or relating to, the Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading (provided that in no event shall such notice contain any material, non-public information), and, subject to Section 3.2(h), promptly prepare and file with the SEC a supplement to the related
prospectus or amendment to such Registration Statement or any other required document so that, as thereafter delivered to the Holders, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required
to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 

(f) The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of
the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as soon as
reasonably practicable and to notify the Holders of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. 

(g) The Company shall use commercially reasonable efforts to cause the Registrable Securities covered by the Registration Statement to be
(i) listed on the New York Stock Exchange and (ii) reflected in the stock ledger maintained by the Company’s transfer agent. 

(h) Notwithstanding anything in this Agreement to the contrary, at any time after the Registration Statement becomes effective the Company may
delay the disclosure of material, non-public information concerning the Company or any of its subsidiaries if the Board of Directors of the Company has a valid business reason for determining that disclosure
of such information is not in the best interests of the Company and such disclosure is not otherwise required (a “Grace Period”); provided, however, that the Company shall promptly (i) provide written notice to
the Holders of the Grace Period (provided that in no event shall such notice contain any material, non-public information) and the date on which the Grace Period will begin, (ii) use commercially
reasonable efforts to terminate a Grace Period as promptly as possible, and (iii) provide written notice to the Holders of the date on which the Grace Period ends; provided, further, that no Grace Period shall exceed thirty
(30) consecutive days and during any twelve (12) month period such Grace Periods shall not exceed an aggregate of sixty (60) days; provided, further, the Company shall not register any securities for its own account or
that of any other existing or prospective stockholder during such Grace Period. The provisions of Section 3.2(e) shall not be applicable during any Grace Period. Upon expiration of a Grace Period, the Company shall again be bound by the
provisions of Section 3.2(e) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. 

  
 7 













 Section 3.3 Current Public Information. During the
Effectiveness Period, the Company shall use commercially reasonable efforts to (i) make and keep public information available, as those terms are defined in Rule 144, until all the Registrable Securities cease to be Registrable Securities, and
so long as a Holder owns any Registrable Securities, furnish to such Holder upon request a written statement by the Company as to its satisfaction of the current public information requirements of Rule 144 and (ii) file with the SEC in a timely
manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act. 

Section 3.4 Obligations of the Holders. 

(a) Each Holder shall furnish in writing to the Company such information regarding such Holder, the Registrable Securities held by such Holder
and the intended method of disposition of the Registrable Securities held by such Holder as shall be reasonably required to effect the registration of such Registrable Securities and shall execute, or shall cause to be executed, such customary
documents in connection with such registration as the Company may reasonably request. In connection therewith, as promptly as reasonably practicable after execution of this Agreement (but in no event later than ten (10) Business Days prior to
the first anticipated filing date of the Registration Statement), each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in the form attached hereto as Exhibit B. At least five
(5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder, and such Holder shall provide such information
to the Company at least three (3) Business Days prior to the first anticipated filing date of the Registration Statement. 
 (b) Each
Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement. 

(c) Upon receipt of written notice from the Company of any event of the kind described in Section 3.2(e) or Section 3.2(f) or
written notice of any Grace Period, each Holder shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by the Company
that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such Holder shall use its commercially reasonable efforts to return to the Company (at the Company’s expense) all copies of the
prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Holder’s possession. 

(d) No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the
prior written consent of the Company. 
 (e) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements
of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration Statement. 

  
 8 













 Section 3.5 Expenses of Registration. All Registration
Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with the sale of any Registrable Securities shall be borne by the Holders of such
Registrable Securities in proportion the Registrable Securities owned by such Holders. 
 Section 3.6 Transfer
of Registration Rights. The rights contained in Section 3.1 hereof to cause the Company to register the Registrable Securities, and the other rights set forth in this Article III, may be assigned or otherwise conveyed by any Holder to
any transferee of the Registrable Securities if the Transfer was permitted under Article II and the transferee agrees with the Company in writing to be bound by this Agreement. 

ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

Section 4.1 Indemnification. In the event any Registrable Securities are included in the Registration
Statement: 
 (a) The Company shall indemnify and hold harmless each Holder of Registrable Securities and such Holder’s officers,
directors, employees, partners, members, agents (including brokers), representatives and Affiliates and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each, a “Holder
Indemnitee”), against any losses, claims, damages, liabilities or expenses to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference, (ii) an omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (iii) a violation or alleged violation by the Company or its agents
of any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with the Registration Statement, and the Company will
pay to each such Holder Indemnitee, as accrued, any legal or other expenses reasonably incurred by he, she or it in connection with investigating or defending any such loss, claim, damage, liability, action or expense; provided,
however, that the indemnification contained in this Section 4.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or expense if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable for any such loss, claim, damage, liability, action or expense to the extent that it arises out of or is based upon a Violation which
occurs (A) in reliance upon and in conformity with written information furnished by a Holder to the Company, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Company
in a timely manner, (C) in connection with any offers or sales effected by or on behalf of any Holder Indemnitee in violation of Section 3.4(c) of this Agreement, or (D) as a result of offers or sales effected by or on behalf of any Holder
Indemnitee by means of a free writing prospectus (as defined in Rule 405) that was not authorized in writing by the Company. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder
Indemnitee, and shall survive the transfer of such securities by such Holder, and any termination of this Agreement. 

  
 9 













 (b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Company
and each of its officers, directors, employees, agents, representatives and Affiliates and persons, if any, who control the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Indemnitee”), against
any losses, claims, damages, liabilities or expenses to which any of the Company Indemnitees may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any (i) untrue statement or alleged untrue statement of a material fact regarding such Holder and provided in writing by such Holder which is contained in the Registration Statement,
including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, preliminary or final prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished by such Holder to the Company, (iii) a violation or alleged violation by a Holder of
any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to such Holder and relating to action or inaction required of such Holder in connection with the registration of such Holder’s Registrable Securities or
(iv) in connection with any offer or sales effected by or on behalf of such Holder in violation of Section 3.4(c) of this Agreement, and each Holder will pay, as accrued, any legal or other expenses reasonably incurred by any Company
Indemnitee pursuant to this Section 4.1(b), in connection with investigating or defending any such loss, claim, damage, liability, action or expense as a result of a Holder’s untrue statement or omission or violation; provided,
however, that the indemnification contained in this Section 4.1(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or expense if such settlement is effected without the consent of such
Holder (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the amount any Holder will be obligated to pay pursuant to this Section 4.1(b) and Section 4.2 will be limited to an amount
equal to the gross proceeds actually received by such Holder for the sale of the Registrable Securities pursuant to the Registration Statement which gives rise to such obligation to indemnify and/or contribute (net of all expenses paid by such
Holder in connection with any claim relating to this Section 4.1(b) and Section 4.2 and the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such loss, liability, claim, damage, or expense
or any substantially similar loss, liability, claim, damage, or expense arising from the sale of such Registrable Securities). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such
Company Indemnitee, and shall survive the transfer of such securities by such Holder, and any termination of this Agreement. 

  
 10 













 (c) Promptly after receipt by a party to this Agreement entitled to indemnity hereunder (an
“Indemnified Party”) under this Section 4.1 of notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be made against any party to this
Agreement from whom indemnification may be sought under this Section 4.1 (an “Indemnifying Party”), deliver to the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right
to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the Indemnifying Party; provided,
however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such
counsel to be paid by the Indemnifying Party, if (i) the Indemnifying Party shall have failed to assume the defense of such claim within seven (7) days after receipt of notice of the claim and to employ counsel reasonably satisfactory to
such Indemnified Party, as the case may be; or (ii) in the reasonable opinion of counsel retained by the Indemnified Party, representation of such Indemnified Party by such counsel would be inappropriate due to actual or potential differing
interests (including the availability of differing legal defenses) between such Indemnified Party and any other party represented by such counsel in such proceeding. It is understood that the Indemnifying Party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate counsel at any time for all such Indemnified Parties. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any
negotiation or defense of any such action or claim by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party which relates to such action or claim. The Indemnifying Party
shall keep the Indemnified Party reasonably apprised of the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party will, except with the consent of the Indemnified Party, consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such action or claim. No Indemnifying Party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The failure to
deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 4.1, except to the extent
such failure to give notice has a material adverse effect on the ability of the Indemnifying Party to defend such action. 

Section 4.2 Contribution. If the indemnification provided for in Section 4.1 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and
of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or
by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Holder will be obligated to severally
and not jointly contribute pursuant to this Section 4.2, together with Holder’s liability under Section 4.1(b), will be limited to an amount equal to the gross proceeds received by a Holder for the sale of the Registrable Securities
pursuant to the Registration Statement which gives rise to such obligation to contribute and/or indemnify (net of all expenses paid by such Holder in connection with any claim relating to Section 4.1(b) and this Section 4.2 and the
aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such loss, liability, claim, damage, or expense or any substantially similar loss, liability, claim, damage, or expense arising from the sale of such
Registrable Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution hereunder from any person who was not guilty of such fraudulent
misrepresentation. 

  
 11 













 ARTICLE V 

GENERAL PROVISIONS 

Section 5.1 Entire Agreement. This Agreement (including Exhibit A hereto) constitutes the entire
understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto. 

Section 5.2 Notices. All notices, waivers, consents and other communications to any party hereunder shall be
in writing and shall be deemed given (i) when personally delivered, (ii) when receipt is electronically confirmed, if sent by email of a .pdf document, (iii) one (1) Business Day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with proof of receipt or (iv) three (3) Business Days after being sent by registered or certified mail, return receipt requested and postage prepaid. The addresses, email addresses and facsimile numbers
for such notices and communications are those set forth on the signature pages hereof, or such other address, email address or facsimile numbers as may be designated in writing hereafter, in the same manner, by any such person. 

Section 5.3 Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed an original copy of this Agreement and all of which, when taken together, shall constitute one instrument. The exchange of copies of this Agreement and manually executed signature pages by transmission by email of a .pdf of a handwritten
original signature or signatures to the other parties hereto shall constitute effective execution and delivery of this Agreement and may be used in lieu of the original Agreement for all purposes. The signature of a party hereto transmitted by
electronic means shall be deemed to be an original signature for any purpose. 
 Section 5.4 Amendment;
Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and Holders holding a majority of the Registrable Securities
at such time. Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions hereof. 

  
 12 













 Section 5.5 Severability. If a court of competent
jurisdiction finds that any term or provision of this Agreement is invalid, illegal or unenforceable under any Law or public policy, the remaining provisions of this Agreement shall remain in full force and effect if the economic and legal substance
of this Agreement and the Transactions shall not be affected in any manner materially adverse to any party hereto. Any such term or provision found to be illegal, invalid or unenforceable only in part or in degree shall remain in full force and
effect to the extent not invalid, illegal or unenforceable. Upon the determination that any term or provision is invalid, illegal or unenforceable, the parties hereto intend that such provision shall be construed by modifying or limiting it so as to
be valid and enforceable to the maximum extent possible under applicable Law and compatible with the consummation of the Transactions as originally intended. 

Section 5.6. Governing Law; Venue. This Agreement and all claims or causes of action (whether sounding in
contract or tort) arising under or related to this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to any rule or principle that might refer the governance or construction of this
Agreement to the Laws of another jurisdiction. In any action or proceeding between any of the parties hereto arising under or related to this Agreement, each of the parties hereto (i) knowingly, voluntarily, irrevocably and unconditionally
consents and submits to the exclusive jurisdiction and venue of the state or federal courts located in the City and County of San Francisco, California, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the
aforesaid courts, (ii) agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 5.6, (iii) waives any objection to the laying of
venue of any such action or proceeding in such courts, including any objection that any such action or proceeding has been brought in an inconvenient forum or that the court does not have jurisdiction over any party hereto and (iv) agrees that
service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 5.2. The parties hereto agree that any party hereto may commence a proceeding in a court
other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. 

Section 5.7 Specific Performance. Each party acknowledges and agrees that the other parties hereto would be
irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first party in accordance with their specific terms or were otherwise breached by such first party.
Accordingly, each party agrees that the other parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to
any other remedy to which such parties are entitled at law or in equity. 
 (Next Page is Signature Page) 

  
 13 













 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first
written above. 
  

			
	COMPANY:
	
	INVITAE CORPORATION
		
	By:	 	/s/ Sean E. George, Ph.D.


 
			
	Name:	 	Sean E. George, Ph.D.
	Title:	 	President and Chief Executive Officer


  

			
	Address for Notice:
	
	 1400 16th Street
 San Francisco,
California 94103
 Attn: General Counsel
 Facsimile No.: (415) 276-4164




  
 [Signature Page to
Registration Rights Agreement] 













 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Austin Davis-Richardson


 
			
	By:	 	/s/ Austin Davis-Richardson
		 	Name: Austin Davis-Richardson
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:




  
 [Signature Page to
Registration Rights Agreement] 













 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Alena Kuczynski


 
			
	By:	 	/s/ Alena Kuczynski
		 	Name: Alena Kuczynski
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Anastasia Potts


 
			
	By:	 	/s/ Anastasia Potts
		 	Name: Anastasia Potts
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Brett Camarda


 
			
	By:	 	/s/ Brett Camarda
		 	Name: Brett Camarda
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Brian Fish


 
			
	By:	 	/s/ Brian Fish
		 	Name: Brian Fish
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Bryan Jonathan Balin


 
			
	By:	 	/s/ Bryan Jonathan Balin
		 	Name: Bryan Jonathan Balin
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Christopher Smith


 
			
	By:	 	/s/ Christopher Smith
		 	Name: Christopher Smith
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Cindy Zhou Wang


 
			
	By:	 	/s/ Cindy Zhou Wang
		 	Name: Cindy Zhou Wang
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	 Data Collective III, L.P.
 on
behalf of itself and as nominee for
 certain affiliated entities

		
	By:	 	Data Collective III GP, LLC


 
			
	Its:	 	General Partner


 
			
		
	By:	 	/s/ Zachary Bogue
		 	Name: Zachary Bogue
		 	Title: Managing Member


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	DENA CO., LTD.


 
			
	By:	 	/s/ Isao Moriyasu
		 	Name: Isao Moriyasu
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Denise Lynch


 
			
	By:	 	/s/ Denise Lynch
		 	Name: Denise Lynch
		 	Title:


  

			
	Address for Notice:
	
	 Telephone No.:
 Facsimile No.:

Email Address:















 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	FUNDAMENTAL VENTURES GP I LLC


 
			
	By:	 	/s/ Charles J. Pinto
		 	Name: Charles J. Pinto
		 	Title: Managing Member
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Gerrit Gerritsen


 
			
	By:	 	/s/ Gerrit Gerritsen
		 	Name: Gerrit Gerritsen
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	 Healthy Ventures Fund I, LLC
 By:
Healthy Ventures I GP, LLC,
 its General Partner

		
	By:	 	/s/ Anya Schiess
		 	Name: Anya Schiess
		 	Title: Managing Director
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Jai Ram Rideout


 
			
	By:	 	/s/ Jai Ram Rideout
		 	Name: Jai Ram Rideout
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Jeremy Mason-Herr


 
			
	By:	 	/s/ Jeremy Mason-Herr
		 	Name: Jeremy Mason-Herr
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Kim Polese


 
			
	By:	 	/s/ Kim Polese
		 	Name: Kim Polese
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Matthew Sweeney


 
			
	By:	 	/s/ Matthew Sweeney
		 	Name: Matthew Sweeney
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	MOUNT PLEASANT VENTURES, LLC


 
			
	By:	 	/s/ Abhishek Pandey


 
			
	Name:	 	Abhishek Pandey


 
			
	Title: CEO, Mount Pleasant Ventures, LLC
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Nathaniel Bailey


 
			
	By:	 	/s/ Nathaniel Bailey
		 	Name: Nathaniel Bailey
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Nicholas Greenfield


 
			
	By:	 	/s/ Nicholas Greenfield
		 	Name: Nicholas Greenfield
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Niklas Krumm


 
			
	By:	 	/s/ Niklas Krumm
		 	Name: Niklas Krumm
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	 Palm Drive Ventures I LP
 By: Palm
Drive Ventures GP LLC, its General Partner,
 By: Palm Drive Capital LLC, its manager,

	Name:	 	Hendrick Lee


 
			
	By:	 	/s/ Hendrick Lee
		 	Name: Hendrick Lee
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Pawel Koniecany


 
			
	By:	 	/s/ Pawel Konieczny
		 	Name: Pawel Konieczny
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Petras Zdanavičius


 
			
	By:	 	/s/ Petras Zdanavičius
		 	Name: Petras Zdanavičius
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Roderick Bovee


 
			
	By:	 	/s/ Roderick Bovee
		 	Name: Roderick Bovee
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Samuel Minot


 
			
	By:	 	/s/ Samuel Minot
		 	Name: Samuel Minot
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
	
	Name: TING YIN KWAN AND JANICE POMAN CHAN, TTEES UTD 4/17/13


 
			
	By:	 	/s/ Eric Kwan
		 	Name: Eric Kwan
		 	Title: Trustee
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Vincent Prouillet


 
			
	By:	 	/s/ Vincent Prouillet
		 	Name: Vincent Prouillet
		 	Title:
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	Y COMBINATOR S2014, LLC


 
			
	By:	 	/s/ Kirsty Nathoo


 
			
	Name: Kirsty Nathoo
	Title: CFO
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address:














 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first
written above. 
  

			
	HOLDER:
		
	Name:	 	YCVC Fund I, L.P.


 
			
	By:	 	YCVC Fund GP, LLC
	By:	 	/s/ Kirsty Nathoo


 
			
	Name: Kirsty Nathoo
	Title: Chief Financial Officer
	
	Address for Notice:
	
	Telephone No.:
	Facsimile No.:
	Email Address: