Exhibit 10.28
RELINQUISHMENT AGREEMENT
This RELINQUISHMENT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2021, by and between 23andMe Holding Co., a Delaware corporation (“Parent”), and Paul Johnson (“Holder”).
RECITALS
NOW THEREFORE, intending to be legally bound, for and in consideration of the premises and mutual covenants and agreements contained in this Agreement and in the Merger Agreement, the parties agree as follows:
anniversary of the Closing Date, and Parent shall promptly (and in any event within ten (10) Business Days of each such vesting date) release such amount from the Relinquishment Escrow Fund, with such amount to be delivered to Holder upon release. For purposes of this Agreement, “Company Group Member” means
any of the Company or any of its subsidiaries (whether existing as of or following the Effective Time), including the Final Surviving Corporation, Parent, any subsidiaries of the foregoing (whether existing as of or following the Effective Time) and any successor of the foregoing.
thereof by Parent to Holder; (E) conviction of Holder or plea of nolo contendere (or a similar plea), of any act constituting a felony (or its equivalent in any non-United States jurisdiction) or other crime involving theft, fraud, dishonesty, misrepresentation or moral turpitude; (F) any violation of any law, rule or regulation which results in a material adverse effect on the business operations of any Company Group Member or regulatory disqualification, or willful failure to comply with any legal or compliance policies or code of ethics, code of business conduct, conflicts of interest policy or similar compliance policies of any Company Group Member; (G) gross negligence or willful misconduct on the part of Holder in the performance of his duties as an employee, officer or director of any Company Group Member that results in material harm to any Company Group Member; (H) Holder’s breach of his fiduciary obligations, or disloyalty, to any Company Group Member; or (I) Holder’s failure to cooperate, if requested in writing by Parent, with any
investigation or inquiry into the business practices of a Company Group Member, whether internal or external, including, but not limited to, Holder’s refusal to be deposed or to provide testimony or evidence at any trial, proceeding or inquiry.
If to Holder: | At Holder’s residence address as maintained by the Company in the regular course of its business for payroll purposes. |
If to Parent: |
23andMe Holding Co. |
| 223 North Mathilda Avenue |
| Sunnyvale, CA 94086 Attention: Kathy Hibbs, Chief Legal and Regulatory Officer Email: khibbs@23andme.com |
With a copy to (which copy shall not constitute notice): | |
| Morgan, Lewis & Bockius LLP
One Oxford Center, Thirty-Second Floor Pittsburgh, PA 15219-6401 Attention: Marlee Myers, Kimberly Taylor |
Email: marlee.myers@morganlewis.com kimberly.taylor@morganlewis.com
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lN WITNESS WHEREOF, the parties below have duly executed this Relinquishment Agreement as of the date first written above.
23ANDME HOLDING CO.
/s/ Annie Wojcicki
By: Anne Wojcicki
Its: Chief Executive Officer
[Signature Page to Relinquishment Agreement]
IN WITNESS WHEREOF, the parties below have duly executed this Relinquishment Agreement as of the date first written above.
HOLDER:
/s/ Paul Johnson
Name: Paul Johnson
Title:
[Signature Page to Relinquishment Agreement]