HEALTH CATALYST, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 14, 2020 2.50% Convertible Senior Notes due 2025Indenture • April 14th, 2020 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of April 14, 2020 between HEALTH CATALYST, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Health Catalyst, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 13th, 2021 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • New York
Health Catalyst, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,245,283 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 636,792 additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Utah
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 6, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and HEALTH CATALYST, INC., f/k/a HQC Holdings, Inc., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety and replaces the terms of (and obligations outstanding under) that certain Loan and Security Agreement by and among (a) Bank and (b) (i) Borrower and (ii) HEALTHCARE QUALITY CATALYST, LLC, a Utah limited liability company dated as of June 23, 2016, as amended by that certain First Amendment to Loan and Security Agreement between Borrower and Bank dated as of April 26, 2017 (as amended, the “Prior Loan Agreement”). The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows:
HEALTH CATALYST, INC. Indemnification AgreementIndemnification Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Health Catalyst, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
April [__], 2020Health Catalyst, Inc. • April 14th, 2020 • Services-computer programming, data processing, etc.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_________] (“Dealer”) and Health Catalyst, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
OFFICE LEASEOffice Lease • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Utah
THIS OFFICE LEASE (this “Lease”) is made between EOS AT MILLROCK PARK, LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
ContractHealth Catalyst, Inc. • June 27th, 2019 • Services-computer programming, data processing, etc. • 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • California
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 6, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and HEALTH CATALYST, INC., f/k/a HQC Holdings, Inc., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
CREDIT AGREEMENT dated as of February 6, 2019 by and between HEALTH CATALYST, INC., as the Borrower, and ORBIMED ROYALTY OPPORTUNITIES II, LP,Credit Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • New York
THIS CREDIT AGREEMENT dated as of February 6, 2019 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between HEALTH CATALYST, INC., a Delaware corporation (the “Borrower”), and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
September 26, 2011 Dan Burton Dear Dan: Healthcare Quality Catalyst, LLC (the “Company”) is pleased to offer you employment on the following terms:Health Catalyst, Inc. • June 27th, 2019 • Services-computer programming, data processing, etc. • Utah
May 22, 2013 Linda Llewelyn Dear Linda,Health Catalyst, Inc. • June 27th, 2019 • Services-computer programming, data processing, etc.
We are pleased to extend to you this offer of full-time employment with Health Catalyst. We are confident that your skills, experience and hard work will contribute meaningfully to the success of the company. This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with Health Catalyst (“HC”) is at will.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc.
This First Amendment to Office Lease (this “First Amendment”) is made and entered into by and between EOS AT MILLROCK PARK, LLC, a Delaware limited liability company (“Landlord”), and HEALTH CATALYST, INC., a Delaware corporation (“Tenant’’), formerly known as Healthcare Quality Catalyst, LLC, a Utah limited liability company (“Original Tenant”), effective on and as of the date that Landlord executes this First Amendment as set forth on the signature page below (the “Effective Date”).
LEASE RiverPark Corporate Center—Building Six between RIVERPARK SIX, LLC, a Utah limited liability company, as Landlord, and HEALTH CATALYST, INC., a Delaware corporation, as Tenant Dated March 25, 2020Lease • May 13th, 2020 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Utah
THIS LEASE (this “Lease”) is entered into as of the 25th day of March, 2020, between RIVERPARK SIX, LLC, a Utah limited liability company (“Landlord”), and HEALTH CATALYST, INC., a Delaware corporation (“Tenant”). (Landlord and Tenant are referred to in this Lease collectively as the “Parties” and individually as a “Party.”)
FIFTH AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS FIFTH AMENDED AND RESTATED REGISTRATION AGREEMENT is made as of February 6, 2019 by and among Health Catalyst, Inc., a Delaware corporation (the “Company”) and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 6, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and HEALTH CATALYST, INC., f/k/a HQC Holdings, Inc., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety and replaces the terms of (and obligations outstanding under) that certain Loan and Security Agreement by and among (a) Bank and (b) (i) Borrower and (ii) HEALTHCARE QUALITY CATALYST, LLC, a Utah limited liability company dated as of June 23, 2016, as amended by that certain First Amendment to Loan and Security Agreement between Borrower and Bank dated as of April 26, 2017 (as amended, the “Prior Loan Agreement”). The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows:
FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 6, 2019, by and among Health Catalyst, Inc., a Delaware corporation (the “Company”), each of the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and together with any subsequent investors or transferees who become parties hereto as “Investors” pursuant to paragraph 5 below, the “Investors”) and each of the Persons listed on the Schedule of Key Holders attached hereto (each, an “Key Holder” and together with any subsequent investors or transferees who become parties hereto as “Key Holder” pursuant to paragraph 5 below, the “Key Holders”). The Investors and the Key Holders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Except as otherwise provided herein, capitalized terms used herein are defined in paragraph 9 hereof.
FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 27th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of February 6, 2019, by and among Health Catalyst, Inc., a Delaware corporation (the “Company”), and the Persons listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
December 3, 2015 Daniel OrensteinHealth Catalyst, Inc. • June 27th, 2019 • Services-computer programming, data processing, etc.
We are pleased to extend to you this offer of full-time employment with Health Catalyst. We are confident that your skills, experience and hard work will contribute meaningfully to the success of the company. This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with Health Catalyst (“HC”) is at will.
ContractHealth Catalyst, Inc. • June 27th, 2019 • Services-computer programming, data processing, etc. • 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
August 07, 2020 Dear Kevin,Health Catalyst, Inc. • February 28th, 2023 • Services-computer programming, data processing, etc.
We are pleased to extend you this offer of employment with Health Catalyst (“HC”). This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with Health Catalyst (“HC”) is at will.
Separation and Release AgreementSeparation and Release Agreement • February 28th, 2023 • Health Catalyst, Inc. • Services-computer programming, data processing, etc.
This Separation and Release Agreement (the “Agreement”) is made and entered into as of the last date on the signature page (the “Effective Date”) and confirms the following understandings and agreements among Health Catalyst, Inc. (“Health Catalyst” or the “Company”) and James Patrick Nelli (hereinafter referred to as “you” or “your”).
Thursday, March 27, 2014 Dear Bryan Hunt,Health Catalyst, Inc. • February 25th, 2021 • Services-computer programming, data processing, etc.
We are pleased to extend to you this offer of full-time employment with Health Catalyst. We are confident that your skills, experience and hard work will contribute mean ingfu ll y to the success of the company. This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with Health Catalyst ("HC") is at will.
Separation and Release AgreementSeparation and Release Agreement • February 22nd, 2024 • Health Catalyst, Inc. • Services-computer programming, data processing, etc.
This Separation and Release Agreement (the “Agreement”) is made and entered into as of the last date on the signature page (the “Effective Date”) and confirms the following understandings and agreements among Health Catalyst, Inc. (“Health Catalyst” or the “Company”) and Anne Marie Bickmore (hereinafter referred to as “you” or “your”).
AMENDMENT NO. 1 TO FINANCING DOCUMENTSFinancing Documents • July 12th, 2019 • Health Catalyst, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amendment No.1 to the Financing Documents (this “Amendment”) is made as of July 10, 2019, by and among Health Catalyst, Inc., a Delaware corporation (the “Company”) and the parties listed on the signature pages hereto (the “Stockholders”).
April 4, 2013 Jason AlgerHealth Catalyst, Inc. • February 25th, 2021 • Services-computer programming, data processing, etc.
We are pleased to extend to you this offer of full-time employment with Health Catalyst. We are confident that your skills, experience and hard work will contribute meaningfully to the success of the company. This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with Health Catalyst ("HC") is at will.
Friday, January 13, 2012 Dear Bryan Hinton,Health Catalyst, Inc. • March 1st, 2022 • Services-computer programming, data processing, etc.
This letter represents an offer of full-time employment, subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment and employment with HQC is at will.
