Exhibit 10.41
Rule 10b5-1 Issuer Repurchase Plan
This Rule 10b5-1 Issuer Repurchase Plan (this “Plan”) is entered into this 12th day of December, 2023 between Fulgent Genetics, Inc. (“Company”) and Piper Sandler & Co. (“Broker”).
Recitals
Whereas, Company desires to establish this Plan to systematically repurchase shares of its common stock, par value $0.0001 per share (the “Shares”) in accordance with this Plan and the safe harbor provided by Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Whereas, Company desires to engage Broker to effect repurchases of shares of the Stock in accordance with this Plan and Rule 10b5-1.
Whereas, Company desires that all Plan Transactions to be executed under this Plan be executed in accordance with the safe harbor set forth in Rule 10b-18.
Agreement
Therefore, Company and Broker hereby agree as follows:
1. Subject to the Instructions set forth on Attachment A (the “Instructions”) and ordinary principles of best execution, Company grants to Broker time and price discretion with respect to the Plan Transactions, and Broker shall use its reasonable efforts to effect transactions in the Stock (each, a “Plan Transaction”) pursuant to the Instructions.
2. Company understands that if Broker is not able to effect part or all of a Plan Transaction due to a market disruption or a legal, regulatory, or contractual restriction applicable to Broker or Company, then any contemplated Plan Transaction shall not be executed pursuant to this Plan or alternatively, at the discretion of Broker, shall be executed in whole or in part as promptly and practically as possible after cessation or termination of any such market disruption or legal, regulatory or contractual restriction, taking into consideration ordinary principles of best execution; provided however, that in no event shall any Plan Transaction be executed after the Termination Date.
3. Company represents and warrants that:
(d) it is not currently aware of any material nonpublic information with respect to the Company or any securities of the Company (including the Shares); and
(e) it is entering into this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) of the Exchange Act or Rule 10b-5, and is its intent that the Plan and all Plan Transactions comply with the requirements of the safe harbor of Rule 10b5-1.
4. Company undertakes to immediately notify Broker if:
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undertakes to promptly notify the other party in the event either party learns of any Plan Transaction that has been executed outside the Rule 10b-18 safe harbor. Any Plan Transaction executed outside the Rule 10b-18 safe harbor shall be voidable at the election of Company, with any resulting costs borne by the party at fault.
[Remainder of Page Intentionally Left Blank – Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have signed this Plan as of the date first written above.
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Fulgent Genetics, Inc.
By: /s/ Paul Kim
Its: CFO
PIPER SANDLER & CO.
By: /s/ Mark Cieciura
Its: Managing Director
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