Exhibit 10
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is made and entered into
as of June 11, 2009 by and between EXACT Sciences Corporation, a Delaware
corporation (the "Company"), and the investor identified on the signature
page hereto (the "Investor").
WHEREAS, subject to the terms and conditions set forth in this Agreement and
pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506
of Regulation D promulgated thereunder and pursuant to similar exemptions under
applicable state securities laws, the Company desires to offer, issue and sell
to the Investor, and the Investor desires to purchase from the Company, certain
securities of the Company, as more fully described in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company and the Investor agree as
follows:
1.
Sale and Purchase of Securities.
1.1
Sale and Purchase.
At the Closing (as defined in Section 2), the Company
will issue and sell to the Investor, and the Investor will purchase from the
Company, upon the terms and subject to the conditions set forth herein,
shares (the "Shares") of the common stock of the
Company, par value $0.01 per share (the "Common Stock"), at a purchase price of
$
per Share, for an aggregate purchase price of
$
(the "Purchase Price").
To the best of the Company's
knowledge based on the Company's stock ownership records, the purchase by the
Investor of the Shares will not result in the Investor's owning in excess of
9.99% of the outstanding shares of Common Stock or the voting power of the
Company immediately following the Closing (as defined below).
1.2
OTHER INVESTORS.
CONTEMPORANEOUSLY HEREWITH, THE COMPANY PROPOSES TO
ENTER INTO SECURITIES PURCHASE AGREEMENTS IN THE SAME FORM AND ON THE SAME TERMS
AS THIS AGREEMENT (THE "SECURITIES PURCHASE AGREEMENTS") WITH CERTAIN OTHER
INVESTORS (THE "OTHER INVESTORS"), AND THE COMPANY EXPECTS TO COMPLETE SALES OF
COMMON STOCK TO THEM (TOGETHER WITH THE SHARES SOLD HEREUNDER, THE "OFFERING").
THE COMPANY ANTICIPATES THAT THE ENTIRE OFFERING, TO THE INVESTOR AND THE OTHER
INVESTORS, WILL BE IN AN AMOUNT UP TO $9,000,000; HOWEVER, THE COMPANY MAY CLOSE
THE OFFERING WITH A LOWER AMOUNT IN THE ABSOLUTE DISCRETION OF THE COMPANY.
THE
INVESTOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT THERE IS NO MINIMUM NUMBER OF
SHARES OF COMMON STOCK REQUIRED TO BE SOLD IN THE OFFERING.
NO INVESTMENT
SHOULD BE MADE IN THE COMPANY OR THE SHARES PURSUANT TO THIS AGREEMENT BASED ON
ANY ASSUMPTION OR EXPECTATION THAT ANY MINIMUM NUMBER OF SHARES OF COMMON STOCK
WILL BE SOLD BY THE COMPANY IN THE OFFERING.
THE INVESTOR AND THE OTHER
INVESTORS ARE SOMETIMES COLLECTIVELY REFERRED TO HEREIN AS THE "INVESTORS," AND
THIS AGREEMENT AND THE SECURITIES PURCHASE AGREEMENTS EXECUTED BY THE OTHER
INVESTORS ARE SOMETIMES COLLECTIVELY REFERRED TO HEREIN AS THE "AGREEMENTS."
THE "OFFERING" SHALL INCLUDE THE SALE OF SHARES HEREUNDER TO THE INVESTOR AND
THE