Omada Health, Inc. Sample Contracts

Contract
Warrant Agreement • June 24th, 2024 • Omada Health, Inc. • Services-health services • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

INDEMNIFICATION AND ADVANCEMENT AGREEMENT
Indemnification Agreement • May 9th, 2025 • Omada Health, Inc. • Services-health services • Delaware

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Omada Health, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of June 2, 2023 by and among OMADA HEALTH, INC. and PHYSERA, INC., each as Borrower and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and...
Credit, Security and Guaranty Agreement • May 9th, 2025 • Omada Health, Inc. • Services-health services • New York

This CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of June 2, 2023 by and among OMADA HEALTH, INC., a Delaware corporation (“Parent”), PHYSERA, INC., a Delaware corporation (“Physera”), and any additional borrower that may hereafter be added to this Agreement and each of their successors and permitted assigns (together with Parent and Physera, each individually as a “Borrower”, and collectively, the “Borrowers”), any entities that become party hereto as Guarantors and each of their successors and permitted assigns (each individually, a “Guarantor” and collectively, with each of their successors and assigns, the “Guarantors”), MIDCAP FUNDING IV TRUST, as Agent, MIDCAP FINANCIAL TRUST, as Term Loan Servicer, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Shares OMADA HEALTH, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • May 29th, 2025 • Omada Health, Inc. • Services-health services • New York
OMADA HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 22, 2021
Investors’ Rights Agreement • May 9th, 2025 • Omada Health, Inc. • Services-health services • Delaware

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 22, 2021, by and among OMADA HEALTH, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”.

SECOND AMENDMENT TO OFFICE LEASE
Office Lease • June 24th, 2024 • Omada Health, Inc. • Services-health services

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) dated as of this 19th day of July, 2019, is entered into by and between 500 SANSOME STREET INVESTORS, LLC, a California limited liability company (“Landlord”), and OMADA HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following:

Ancillary Services Agreement
Ancillary Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

IF A COVERED HEALTH CARE PROVIDER REQUESTS PAYMENT UNDER A HEALTH INSURANCE PLAN FROM A HEALTH INSURER OR ITS CONTRACTED VENDOR OR A REGIONAL CARE ORGANIZATION BE MADE USING ACH ELECTRONIC FUNDS TRANSFER, THAT REQUEST MUST BE HONORED. FURTHERMORE, SUCH A REQUEST MAY NOT BE USED TO DELAY OR REJECT A TRANSACTION, OR ATTEMPT TO ADVERSELY AFFECT THE COVERED HEALTH CARE PROVIDER.

AMENDMENT NO. 2 TO MASTER SERVICES AGREEMENT
Master Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

This Amendment No. 2 to Master Services Agreement (this “Amendment”) is effective as of February 14th, 2023 (the “Amendment Effective Date”) and is entered into between Company and Supplier identified below.

Contract
Master Services Agreement • March 6th, 2026 • Omada Health, Inc. • Services-health services
AMENDMENT NO. 1 TO ANCILLARY SERVICES AGREEMENT
Ancillary Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

This Amendment No. 1 to Ancillary Services Agreement (this “Amendment”) is effective as of January 16, 2019 (the “Amendment Effective Date”) and is entered into between Cigna and Provider, as identified below.

Contract
Ancillary Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

500 SANSOME LEASE BASIC LEASE INFORMATION
Lease Agreement • June 24th, 2024 • Omada Health, Inc. • Services-health services • California

Before you, as the Tenant, enter into a lease with us, the Landlord, for the property identified below (the “Property”), please be aware of following important information about the lease:

MASTER SERVICES AGREEMENT (Comprehensive)
Master Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services • New York

This Master Services Agreement (“Agreement”) is made as of January 1, 2020, (“Effective Date”) by and between Express Scripts Holding Company, Inc. (“Company”) with offices at Two Liberty Place, 1601 Chestnut Street, Philadelphia, PA 19192 and Omada Health, Inc. (“Supplier”) with offices at 500 Sansome Street, Suite 200, San Francisco, CA 94111, United States. In consideration of the promises set forth in this Agreement and intending to be legally bound, the parties agree as follows:

FOURTH AMENDMENT TO OFFICE LEASE
Office Lease • June 24th, 2024 • Omada Health, Inc. • Services-health services

THIS FOURTH AMENDMENT TO OFFICE LEASE (this “Amendment”) dated as of this 5th day of January, 2022, is entered into by and between 500 SANSOME STREET INVESTORS, LLC, a California limited liability company (“Landlord”), and OMADA HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following:

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • June 24th, 2024 • Omada Health, Inc. • Services-health services

*Note: The schedule shall be appropriately adjusted, so that Tenant’s obligation to pay Basic Rent for the Expansion Premises commences on the Expansion Premises Commencement Date. In the event the Expansion Premises Commencement Date occurs on a day other than the first day of the calendar month, the Basic Rent for such partial month provided above shall be prorated based on the number of days in such partial month.

AMENDMENT NO. 2 TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

This Amendment No. 2 to Administrative Services Agreement (this “Amendment No. 2”) is effective as of March 7, 2022 (the “Amendment No. 2 Effective Date”) and is entered into between Omada Health, Inc. (“Omada”) and Cigna Health and Life Insurance Company (“CHLIC”).

AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

This Amendment No. 1 to Administrative Services Agreement (this “Amendment”) is effective as of April 6, 2021 (the “Amendment Effective Date”) and is entered into between Omada Health, Inc. (“Omada”) and Cigna Health and Life Insurance Company (“CHLIC”).

Contract
Ancillary Services Agreement • March 6th, 2026 • Omada Health, Inc. • Services-health services

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Contract
Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT
Master Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

This Amendment No. 1 to Master Services Agreement (this “Amendment”) is effective as of July 22nd, 2021 (the “Amendment Effective Date”) and is entered into between Company and Supplier identified below.

Ancillary Services Agreement
Ancillary Services Agreement • August 8th, 2025 • Omada Health, Inc. • Services-health services

IF A COVERED HEALTH CARE PROVIDER REQUESTS PAYMENT UNDER A HEALTH INSURANCE PLAN FROM A HEALTH INSURER OR ITS CONTRACTED VENDOR OR A REGIONAL CARE ORGANIZATION BE MADE USING ACH ELECTRONIC FUNDS TRANSFER, THAT REQUEST MUST BE HONORED. FURTHERMORE, SUCH A REQUEST MAY NOT BE USED TO DELAY OR REJECT A TRANSACTION, OR ATTEMPT TO ADVERSELY AFFECT THE COVERED HEALTH CARE PROVIDER.

Contract
Ancillary Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Amendment Four to Ancillary Services Agreement
Ancillary Services Agreement • May 29th, 2025 • Omada Health, Inc. • Services-health services

WHEREAS, Cigna Health Corporation on behalf of itself and its affiliates (“Cigna”) and Omada Health, Inc. (“Provider”) have executed an Ancillary Services Agreement dated May 31, 2018 (the “Agreement”); and

OMADA HEALTH, INC. [AMENDED AND RESTATED] CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • May 9th, 2025 • Omada Health, Inc. • Services-health services • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________] (“Executive”) and Omada Health, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company]/[____________]1 (the “Effective Date”).

AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT
Amendment No. 1 to Credit, Security and Guaranty Agreement • March 14th, 2025 • Omada Health, Inc. • Services-health services • New York

This AMENDMENT NO. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 7th day of March, 2025 (the “First Amendment Effective Date”), by and among OMADA HEALTH, INC., a Delaware corporation (“Parent”), PHYSERA, INC., a Delaware corporation (“Physera”), and any additional borrower that may hereafter be added to this Agreement and each of their successors and permitted assigns (together with Parent and Physera, each individually as a “Borrower”, and collectively, “Borrowers”), any entities that may hereafter be added to this Agreement as guarantors and each of their successors and permitted assigns (each individually as a “Guarantor”, and collectively, the “Guarantors”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Term Loan Servicer (in such capacity, together with its successors and assigns, “Term Loan Servicer”),

SERVICES AGREEMENT
Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services • New York

This agreement (the “Agreement”) is between, the Omada Health, Inc. (“Omada”) and Cigna Health and Life Insurance Company (“CHLIC”) and is effective as of February 1, 2018 (the “Effective Date”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services • New York

This agreement (the “Admin Agreement”) is between, the Omada Health, Inc. (“Omada”) and Allegiance Benefit Plan Management, Inc.(“Allegiance”) and is effective as of December 13, 2022, (the “Effective Date”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 18th, 2024 • Omada Health, Inc. • Services-health services • New York

This agreement (the “Admin Agreement”) is between, the Omada Health, Inc. (“Omada”) and Cigna Health and Life Insurance Company (“CHLIC”) and is effective as of January 1, 2020 (the “Effective Date”).