Tempus AI, Inc. Sample Contracts
TEMPUS AI, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between Tempus AI, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
●] Shares TEMPUS AI, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June [●], 2024Underwriting Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
TEMPUS LABS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2022 • Tempus Labs, Inc. • Services-computer programming, data processing, etc. • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between Tempus Labs, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT dated as of January 1, 2023 (“Agreement”) is by and between JIM ROGERS (“Executive”) and TEMPUS LABS, INC. (“Company”).
LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 22, 2022, by and among TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, ARES CAPITAL CORPORATION, as Administrative Agent, and ARES CAPITAL MANAGEMENT LLC, as Lead Arranger and Bookrunner.
TEMPUS AI, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 3, 2025 0.75% Convertible Senior Notes due 2030Indenture • July 3rd, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of July 3, 2025 between TEMPUS AI, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT dated as of September 22, 2022 among TEMPUS LABS, INC., as the Borrower The Lenders Party Hereto from Time to Time, and ARES CAPITAL CORPORATION, as Administrative Agent and Collateral Agent ARES CAPITAL MANAGEMENT LLC, as Lead...Credit Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 22, 2022, by and among TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, ARES CAPITAL CORPORATION, as Administrative Agent, and ARES CAPITAL MANAGEMENT LLC, as Lead Arranger and Bookrunner.
TWELFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This TWELFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of April 30, 2024, by and among Tempus AI, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of whom is referred to in this Agreement as an “Investor” and each of the stockholders listed on Schedule B hereto, each of whom is referred to in this Agreement as a “Common Holder.”
Master AgreementMaster Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Illinois
This Master Agreement (inclusive of all Exhibits and Order Forms, the “Agreement”) is entered into by and between Tempus Labs, Inc. (on behalf of itself and its affiliates, “Tempus”), and Recursion Pharmaceutical, Inc. (“Client” or “Recursion”). Tempus and Recursion are each individually a “Party” and are collectively the “Parties.”
Amended and Restated Master AgreementMaster Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Illinois
This Amended and Restated Master Agreement (the “Agreement”) is entered into by and between Tempus AI, Inc. (on behalf of itself and its affiliates, “Tempus”), and Pathos AI, Inc. (“Client” or “Pathos”). Tempus and Pathos are each individually a “Party” and are collectively the “Parties.”
Tempus AI, Inc. Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 8th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
STRATEGIC COLLABORATION AGREEMENT between GLAXOSMITHKLINE LLC and TEMPUS LABS, INC.Strategic Collaboration Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS STRATEGIC COLLABORATION AGREEMENT (the “Agreement”) is dated as of August 1, 2022 (the “Effective Date”) and made between GLAXOSMITHKLINE LLC, a limited liability company with its principal place of business located at 5 Crescent Drive, Philadelphia, PA 19112, United States (“GSK”); and TEMPUS LABS, INC., a corporation with its principal place of business located at 600 West Chicago Avenue, Chicago, Illinois 60654 (“Tempus”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 22, 2022, by and among TEMPUS LABS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, ARES CAPITAL CORPORATION, as Administrative Agent, and ARES CAPITAL MANAGEMENT LLC, as Lead Arranger and Bookrunner.
MASTER SERVICES AGREEMENT Dated as of November 17, 2021 by and between ASTRAZENECA AB and TEMPUS LABS, INC.Master Services Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This Master Services Agreement (this “Agreement”), dated as of November 17, 2021 (the “Effective Date”), i s entered into by and between AstraZeneca AB, a company incorporated in Sweden under No. 556011-7482, whose registered office is at SE-151 86 Södertälje and with offices at SE-432 83 Mölndal, Sweden (“AstraZeneca”) and Tempus Labs, Inc., a Delaware corporation, located at 600 W Chicago Ave, Suite 510, Chicago, Illinois, 60654 (“Tempus” and together with AstraZeneca, the “Parties”, and each a “Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT dated as of February 1, 2024 (“Agreement”) is by and between ERIC LEFKOFSKY (“Executive”) and TEMPUS AI, INC. (“Company”).
EIGHTH AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • February 24th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
THIS EIGHTH AMENDMENT TO AGREEMENT OF LEASE (the “Amendment”) is made and entered into as of June 18, 2024 (the “Effective Date”) by and between CHICAGO KINGSBURY, LLC, a Delaware limited liability company (“Landlord”), and TEMPUS LABS, INC., a Delaware corporation (“Tenant”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is made and entered into as of May 18, 2024, by and between Pegasos Corp., organized and existing under the laws of Japan (“KK”) and Tempus AI, Inc., a corporation organized and existing under the laws of Delaware, United States with a principal place of business at 600 West Chicago Avenue, Suite 510 Chicago, Illinois 60654 (“Tempus”). KK and Tempus are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TEMPUS AI, INC. AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 7, 2025First Supplemental Indenture • August 8th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August 7, 2025 (this “Supplemental Indenture”), by and between Tempus AI, Inc., a Delaware corporation (the “Company”), as issuer, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of July 3, 2025 (as the same may be further supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
Amendment No. 1 to Strategic Collaboration AgreementStrategic Collaboration Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amendment No. 1 to the Strategic Collaboration Agreement (“Amendment”) is made by and between GlaxoSmithKline LLC (“GSK”) and Tempus AI, Inc. (“Tempus”) and amends the Strategic Collaboration Agreement between the Parties with an effective date of August 1, 2022 (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings provided in the Agreement.
Amendment No. 5 to the Commercialization and Reference Laboratory AgreementCommercialization and Reference Laboratory Agreement • September 12th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
This Amendment No. 5 (this “Amendment”) is made as of the date of the last signature below, by and between Personalis, Inc., a Delaware corporation (“Personalis”), and Tempus AI, Inc. (“Tempus”) and amends that certain Commercialization and Reference Laboratory Agreement with the effective date of November 25, 2023 (as previously amended, the “Agreement”). Tempus and Personalis are each a “Party” and together the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
TEMPUS AI, INC. AND _____________, AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 8th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TEMPUS AI, INC., a Nevada corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ASTERISKS) HAVE BEEN OMITTED AS THE REGISTRANT HAS DETERMINED THAT THE INFORMATION IS BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment to Master Services...Master Services Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
This Amendment to Master Services Agreement (“Amendment”) is made by and between AstraZeneca AB (“AstraZeneca”) and Tempus Labs, Inc. (“Tempus”) and amends the Master Services Agreement between the Parties with an effective date of November 17, 2021 (the “Agreement”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • February 3rd, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 22, 2022, by and among TEMPUS LABSAI, INC., a Delaware corporation (f/k/a Tempus Labs, Inc.) (the “Borrower”), the Lenders party hereto from time to time, ARES CAPITAL CORPORATION, as Administrative Agent, and ARES CAPITAL MANAGEMENT LLC, as Lead Arranger and Bookrunner, and ACF FINCO I LP, as Revolving Agent.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 22, 2022, by and among TEMPUS AI, INC., a Delaware corporation (f/k/a Tempus Labs, Inc.) (the “Borrower”), the Lenders party hereto from time to time, ARES CAPITAL CORPORATION, as Administrative Agent, ARES CAPITAL MANAGEMENT LLC, as Lead Arranger and Bookrunner, and ACF FINCO I LP, as Revolving Agent.
Data License AgreementData License Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This Data License Agreement (the “Agreement”) is entered into as of this 18th day of May, 2024 (the “Effective Date”) by and between Tempus AI, Inc., with its principal place of business at 600 West Chicago Ave., Suite 510, Chicago, IL 60654 (“Tempus”) and Pegasos Corp., a Japanese corporation (“Client”). Tempus and Client are sometimes referred to herein individually as a “Party” and collectively, as the “Parties.”
CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ASTERISKS) HAVE BEEN OMITTED AS THE REGISTRANT HAS DETERMINED THAT THE INFORMATION IS BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Second Amendment to Master...Master Services Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
This Second Amendment to Master Services Agreement (“Amendment”) is made by and between AstraZeneca UK Ltd (“AstraZeneca”) and Tempus Labs, Inc. (“Tempus”) and amends the Master Services Agreement between the Parties with an effective date of November 17, 2021 (as amended, the “Agreement”).
CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ASTERISKS) HAVE BEEN OMITTED AS THE REGISTRANT HAS DETERMINED THAT THE INFORMATION IS BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment to Master Services...Master Services Agreement • May 20th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
This third Amendment (“Amendment”) is made by and between AstraZeneca AB (“AstraZeneca”) and Tempus Labs, Inc. (“Tempus”) (together the “Parties”) and amends the Master Services Agreement between the Parties dated of November 17, 2021 as amended on 29 October 2022 and 21 February 2023 (the “Agreement”).
Joint Filing AgreementJoint Filing Agreement • July 3rd, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
TEMPUS AI, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • August 8th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TEMPUS AI, INC., a Nevada corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
TEMPUS AI, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • August 8th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between TEMPUS AI, INC., a Nevada corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN REALM IDX, INC., as Seller, TEMPUS AI, INC., as Buyer AND, solely for purposes of Section 10.16, KONICA MINOLTA, INC., as Guarantor DATED AS OF November 4, 2024Securities Purchase Agreement • November 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 4, 2024, is made by and between REALM IDX, a Delaware corporation (“Seller”), TEMPUS AI, INC., a Delaware corporation (“Buyer”) and, solely for purposes of Section 10.16, KONICA MINOLTA, INC, a Japanese corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article I.
TEMPUS LABS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 28th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This Warrant to Purchase Common Stock (this “Warrant”) is being issued pursuant to the terms of that certain Engagement Letter Agreement, dated as of November 30, 2023, between the Company and the Holder.
START-UP AGREEMENTStart-Up Agreement • November 4th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
THIS START-UP AGREEMENT (this “SUA”) is made effective as of the Effective Date (defined below) by and between Pathos AI, Inc., having its principal offices at 600 W Chicago Ave Suite 150, Chicago, IL 60654 (referred to as "Sponsor") and Tempus Compass, LLC with a place of business at 600 West Chicago Avenue Suite 510. Chicago, IL 60654, and its Affiliates (collectively referred to as "Tempus Compass").
Tempus AI, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2025 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Nevada
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 20__ and is between Tempus AI, Inc., a Nevada corporation (the “Company”), and ______________ (“Indemnitee”).
JOINT VENTURE AGREEMENT by and among SOFTBANK GROUP CORP., SOFTBANK GROUP JAPAN CORPORATION, TEMPUS AI, INC. and PEGASOS CORP. May 18, 2024Joint Venture Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
This JOINT VENTURE AGREEMENT (this “Agreement”) is made effective as of May 18, 2024 (the “Effective Date”), by and among SoftBank Group Corp., a Japanese kabushiki kaisha (the “SBG Shareholder”), SoftBank Group Japan Corporation, a Japanese kabushiki kaisha (the “SBG Class A Shareholder”), Tempus AI, Inc., a Delaware corporation (the “Tempus Shareholder”) and Pegasos Corp., a Japanese kabushiki kaisha (the “Company”). The SBG Shareholder and the Tempus Shareholder are hereunder also referred to together as the “Initial Shareholders” and each individually as an “Initial Shareholder.” Unless otherwise specified in this Agreement or the context otherwise requires, any capitalized terms used in this Agreement have the meanings assigned to such terms in Section 1.