LIVONGO HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Livongo Health, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
LIVONGO HEALTH, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 4, 2020Indenture • October 30th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of June 4, 2020, between LIVONGO HEALTH, 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).
●] Shares LIVONGO HEALTH, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2019 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 12, 2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and LIVONGO HEALTH, 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:
ContractLivongo Health, Inc. • June 28th, 2019 • Services-misc health & allied services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LIVONGO HEALTH, INC. 0.875% CONVERTIBLE SENIOR NOTES DUE 2025 PURCHASE AGREEMENTPurchase Agreement • June 4th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • New York
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 10th day of April, 2018, by and among Livongo Health, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Certificate of Incorporation (as defined below).
ContractRights Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
OFFICE LEASE Castro Station 100, 150 and 200 W. Evelyn Avenue Mountain View, California Basic Lease InformationOffice Lease • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec
THIS LEASE, made as of the date specified in the Basic Lease Information by and between the landlord specified in the Basic Lease Information (“Landlord”), and the tenant specified in the Basic Lease Information (“Tenant”),
AGREEMENT AND PLAN OF MERGER by and among LIVONGO HEALTH, INC., TELADOC HEALTH, INC. and TEMPRANILLO MERGER SUB, INC. August 5, 2020Agreement and Plan of Merger • August 6th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 5, 2020, is entered into by and among LIVONGO HEALTH, INC., a Delaware corporation (“Lafite”), TELADOC HEALTH, INC., a Delaware corporation (“Tempranillo”), and TEMPRANILLO MERGER SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Tempranillo (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2019 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 1, 2015 (the “Effective Date”), by and between Livongo Health, Inc., a Delaware corporation (“Company”), and Jennifer Schneider, an individual resident in the State of California (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 6, 2019 (the “Effective Date”), by and between Livongo Health, Inc., a Delaware corporation (“Company”), and Zane Burke, an individual (“Executive”).
ContractLivongo Health, Inc. • June 28th, 2019 • Services-misc health & allied services, nec • Delaware
THIS WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AND APPLICABLE STATE SECURITIES LAWS.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 30th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of October 30, 2020 (the “First Supplemental Indenture”), is entered into among Livongo Health, Inc., a Delaware corporation (the “Company”), Teladoc Health, Inc., a Delaware corporation (“Teladoc”) and U.S. Bank National Association (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 25, 2019 (the “Effective Date”), by and between Livongo Health, Inc., a Delaware corporation (“Company”), and James Pursley, an individual resident in the State of Illinois (“Executive”) (each of the Company and Executive, a “Party” and, together, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LIVONGO HEALTH, INC. RAISIN MERGER SUB, INC. RETROFIT INC. AND THE STOCKHOLDER REPRESENTATIVE Dated as of March 31, 2018Agreement and Plan of Merger • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 31, 2018 by and among Livongo Health, Inc., a Delaware corporation (“Parent”), Raisin Merger Sub, Inc., an Illinois corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Retrofit Inc., a Delaware corporation (the “Company”) and the Stockholder Representative listed as a signatory hereto (the “Stockholder Representative”). Purchaser, Merger Sub, the Company and the Stockholder Representative are each sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT TO WARRANTLivongo Health, Inc. • August 10th, 2020 • Services-computer programming, data processing, etc.
THIS AMENDMENT TO WARRANT dated as of May 8, 2020 (this “Amendment”) to that certain Warrant, dated as of March 1, 2015, is entered into by and between Livongo Health, Inc., a Delaware corporation (the “Company”), and Cerner Capital, Inc., a Delaware corporation (the “Holder”). When provisions herein apply to both or either the Company or the Holder, they sometimes are referred to as “Parties” or “Party.”
WAIVER, CONSENT AND FOURTH AMENDMENT to Loan and security agreementConsent and Fourth Amendment • October 30th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • California
This WAIVER, CONSENT AND FOURTH Amendment to Loan and Security Agreement (this “Agreement”) is entered into this 30th day of October, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and LIVONGO HEALTH, INC., a Delaware corporation (“Borrower”).
AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Delaware
THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT (this “Amendment”) is entered by and between Livongo Health, Inc., a Delaware corporation (the “Company”) and Zane Burke (the “Recipient”), effective as of the date of the later of the Company’s or Recipient’s execution below (the “Effective Date”), pursuant to and in accordance with the Livongo Health, Inc. 2014 Stock Incentive Plan (the “Plan”), as amended, heretofore adopted by the Company.
AGREEMENT AND PLAN OF MERGER by and among myStrength, Inc., each Stockholder that executes and delivers a Joinder following the execution and delivery of this Agreement, the Representative, Livongo Health, Inc. and Livongo Merger Sub, Inc. Dated...Agreement and Plan of Merger • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into on January 23, 2019 by and among Livongo Health, Inc., a Delaware corporation (“Buyer”), Livongo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), myStrength, Inc., a Delaware corporation (the “Company”), each Stockholder that executes and delivers a Joinder following the execution and delivery of this Agreement, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Equityholders (the “Representative”). Buyer, Merger Sub, the Company, the Equityholders and the Representative are referred to collectively herein as the “Parties” and individually as a “Party.”
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • California
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 1st day of June, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and LIVONGO HEALTH, INC., a Delaware corporation (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2019 • Livongo Health, Inc. • Services-misc health & allied services, nec • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 22nd day of April, 2014, to be effective as of April 22, 2014 (the “Effective Date”), by and between EosHealth, Inc., a Delaware corporation (“Company”), and Glen E. Tullman, an individual resident in the State of Illinois (“Executive”).
VOTING AGREEMENTVoting Agreement • August 6th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • Delaware
This Voting Agreement (“Agreement”), dated as of August 5, 2020, is by and among TELADOC HEALTH, INC., a Delaware corporation (“Tempranillo”), TEMPRANILLO MERGER SUB, INC., a Delaware corporation and a direct, wholly owned Subsidiary of Tempranillo (“Merger Sub”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder” and collectively, the “Stockholders”; provided that General Catalyst Group VI, L.P., General Catalyst Group VIII, L.P., General Catalyst Group VIII Supplemental, L.P. and GC Venture LH Manager, LLC (collectively, “General Catalyst”) shall be deemed to be a single Stockholder for purposes of the restrictions and exceptions set forth in Section 2).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2020 • Livongo Health, Inc. • Services-computer programming, data processing, etc. • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 1st day of June, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and LIVONGO HEALTH, INC., a Delaware corporation (“Borrower”).
