Heartflow, Inc. Sample Contracts

CREDIT AGREEMENT AND GUARANTY dated as of June 14, 2024 by and among HEARTFLOW, INC., as Borrower, HEARTFLOW HOLDING, INC., as Holdings, THE LENDERS PARTY HERETO, and HAYFIN SERVICES LLP, as the Agent for the Lenders
Credit Agreement • July 17th, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • New York

CREDIT AGREEMENT AND GUARANTY dated as of June 14, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among HEARTFLOW, INC., a Delaware corporation (the “Borrower”), HEARTFLOW HOLDING, INC., a Delaware corporation (“Holdings”), certain Subsidiaries of Holdings (as defined herein) from time to party hereto, the lenders from time to time party hereto (the “Lenders”) and HAYFIN SERVICES LLP, as administrative agent for the Lenders hereunder (in such capacity, together with its successors and assigns in such capacity, the “Agent”).

HEARTFLOW HOLDING, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • July 17th, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS CERTIFIES THAT, for value received, Hayfin Tourmaline Luxco S.a.r.l. or its permitted assignee (the “Holder”) is entitled to subscribe for and purchase at the Exercise Price (as defined below) from HeartFlow Holding, Inc., a Delaware corporation, with its principal office at 331 E. Evelyn Avenue, Mountain View, CA 94041 (the “Company”), the Exercise Shares (as defined below). Subject to the terms and conditions set forth herein, this Warrant shall be exercisable during the period (the “Exercise Period”) commencing on the date hereof and ending on the 10th anniversary of the issue date of this Warrant (the “Expiration Date”).

Heartflow, Inc. 16,666,667 Shares of Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • September 19th, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus

Heartflow, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Piper Sandler & Co. (“Piper”) are acting as Representatives (the “Representatives”), an aggregate of 16,666,667 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,500,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

Heartflow, Inc. [●] Shares of Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • August 1st, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • New York

Heartflow, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Piper Sandler & Co. (“Piper”) are acting as Representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

HEARTFLOW HOLDING, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 2, 2023
Investors’ Rights Agreement • July 17th, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of March 2, 2023, and is between HeartFlow Holding, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).

LEASE by and between MV CAMPUS OWNER, LLC, a Delaware limited liability company (“Landlord”) and HEARTFLOW, INC., a Delaware corporation (“Tenant”) August 9, 2021 For Premises Located At: 331 E. Evelyn Avenue Mountain View, California
Lease Agreement • July 17th, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • California

This Lease (together with the Basic Lease Information and the Exhibits, which are hereby incorporated into the Lease by this reference, collectively, the “Lease”) is made as of the date specified in the Basic Lease Information, by and between MV CAMPUS OWNER, LLC, a Delaware limited liability company (“Landlord”), and HEARTFLOW, INC., a Delaware corporation (“Tenant”), who hereby agree as follows:

HEARTFLOW, INC.
Restricted Stock Unit Award • September 19th, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • Delaware

You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:

HEARTFLOW, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 1st, 2025 • Heartflow, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between HEARTFLOW, INC., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).