REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2020, is made and entered into by and among Longview Acquisition Corp., a Delaware corporation (the “Company”), and Longview Investors LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page(s) hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
Glenview Acquisition Corp.Longview Acquisition Corp. • May 1st, 2020 • Blank checks • New York
We are pleased to accept the offer Longview Investors LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Glenview Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 20, 2020, by and between Longview Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
BUTTERFLY NETWORK, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • August 8th, 2023 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
INDENTURE, dated as of [●], 202[●] , among BUTTERFLY NETWORK, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 20, 2020, is by and between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
Indemnification AgreementIndemnification Agreement • February 16th, 2021 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this _____ day of ____________, 20___, by and between Butterfly Network, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
May 20, 2020 Longview Acquisition Corp. New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:Longview Acquisition Corp. • May 27th, 2020 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Longview Acquisition Corp., a Delaware corporation (the “Company”), and Cowen and Company, LLC and UBS Securities LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the P
SUBSCRIPTION AGREEMENT November 19, 2020Subscription Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Butterfly Network, Inc., a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of November 19, 2020 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 1st, 2020 • Longview Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [__________], 2020, is entered into by and between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Longview Investors LLC, a Delaware limited liability company (the “Purchaser”).
LONGVIEW ACQUISITION CORP. 36,000,000 Units Underwriting AgreementUnderwriting Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
Longview Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 36,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 5,400,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
LONGVIEW ACQUISITION CORP. 30,000,000 Units Underwriting AgreementForward Purchase Agreement • May 1st, 2020 • Longview Acquisition Corp. • Blank checks • New York
Longview Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 30,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Longview Acquisition Corp. New York, NY 10153Longview Acquisition Corp. • May 27th, 2020 • Blank checks • New York
This letter agreement by and between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Glenview Capital Management, LLC, a Delaware limited liability company (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May 20, 2020, between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 20, 2020, by and among Longview Acquisition Corp., a Delaware corporation (“Longview”), Dr. Jonathan M. Rothberg (“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of Longview, Dr. Rothberg and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
Stephanie Fielding Re: Separation Agreement Dear Stephanie:Separation Agreement • March 28th, 2022 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
You have stated that you would like to resign as the Chief Financial Officer of Butterfly Network, Inc. (the “Company”), but that you are willing to continue your employment with the Company for a reasonable transition period. The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your transition and subsequent separation from the Company.
David Perri [Address] Re: Separation Agreement Dear David:Letter Agreement • March 28th, 2022 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
The purpose of this letter agreement (this “Agreement”) is to set forth the terms of your separation from Butterfly Network, Inc. (“Company”). The Separation Benefits described below are contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the Effective Date (as defined below in Section 16).
Employment AgreementEmployment Agreement • March 28th, 2022 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Employment Agreement (“Agreement”) is made as of July 20, 2021, between Butterfly Network, Inc., a Delaware corporation, (the “Company”), and Todd Fruchterman, an individual, (“Executive”).
FOUNDRY SERVICE AGREEMENTFoundry Service Agreement • January 6th, 2021 • Longview Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus • California
Taiwan Semiconductor Manufacturing Company Limited, a company duly incorporated under the laws of the Republic of China, having its principal place of business at No. 8 Li-Hsin Road 6, Hsinchu Science Park, Hsinchu, Taiwan, Republic of China, and on behalf of TSMC North America, having its principal place of business at 2851 Junction Avenue San Jose, CA 95134, U.S.A. (Taiwan Semiconductor Manufacturing Company Limited and TSMC North America are collectively referred to as “TSMC”), and
MANUFACTURE AND SUPPLY AGREEMENT by and between BUTTERFLY NETWORK, INC. and BENCHMARK ELECTRONICS, INC.Manufacture and Supply Agreement • November 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
This Manufacture and Supply Agreement (this “Agreement”), effective as of October 1, 2015 (the “Effective Date”), is by and between BUTTERFLY NETWORK, INC., a Delaware corporation having a place of business at 530 Old Whitfield Street, Guilford, Connecticut 06437 (“Butterfly”), and BENCHMARK ELECTRONICS, INC., a corporation organized under the laws of the State of Texas USA having a place of business at 100 Innovative Way, Nashua, NH 03062 (“Manufacturer”). Butterfly and Manufacturer may be referred to individually as a “Party” and collectively as the “Parties.”
ADVISORY AGREEMENTAdvisory Agreement • March 29th, 2021 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
This ADVISORY AGREEMENT (the “Agreement”) is entered into as of February 12, 2021, by and between Butterfly Network, Inc., a Delaware corporation (the “Company”), and Jonathan Rothberg, PhD. (“Dr. Rothberg”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2023 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Employment Agreement (this “Agreement”) is made between Butterfly Networks, Inc. (the “Company”), and Joseph DeVivo (the “Executive”) and is effective as of April 21, 2023 (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements or understandings between the Executive and the Company regarding the subject matter herein, including without limitation any other offer letter, term sheet, employment agreement or severance agreement or severance plan including without limitation the Company’s Executive Severance Plan.
Amendment One to Foundry Service AgreementFoundry Service Agreement • January 6th, 2021 • Longview Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment One to the Foundry Service Agreement (this “Amendment”), effective as of October 1, 2020 (the “Effective Date”), is made by and between:
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made by and between Longview Investors LLC, a Delaware Limited Liability Company, a holder of Longview Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, the “Longview Shareholder”, and collectively, the “Longview Shareholders”), Longview Acquisition Corp. (“Longview”) and Butterfly Network, Inc., a Delaware corporation (the “Company”). The Longview Shareholders, Longview and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Re: Separation AgreementSeparation Agreement • January 26th, 2021 • Longview Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus • New York
The purpose of this letter agreement (this “Agreement”) is to confirm your resignation from Butterfly Network, Inc. (the “Company”) as its Chief Executive Officer as of January 23, 2021, and to set forth the terms of your resignation and separation from Company and Insperity PEO Services, L.P. (“Insperity”). Payment of the Separation Benefits described below is contingent on your agreement to and compliance with the terms of this Agreement. This Agreement shall become effective on the Effective Date (as defined below).
OFFICE LEASE AGREEMENTOffice Lease Agreement • March 28th, 2022 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
In addition to the Allowance, within thirty (30) days following Landlord’s receipt of Tenant’s invoices evidencing the cost of the Concept Plan and one (1) revision thereto, Landlord shall pay to the Architect an amount equal to Six Thousand One Hundred Thirteen and 80/100 Dollars ($6,113.80) towards the cost of the Concept Plan (the “Concept Plan Allowance”), with any costs relating to the Concept Plan in excess of such amount being subject to the Soft Costs Cap.
BUSINESS COMBINATION AGREEMENT BY AND AMONG LONGVIEW ACQUISITION CORP., CLAY MERGER SUB, INC., AND BUTTERFLY NETWORK, INC. DATED AS OF NOVEMBER 19, 2020Business Combination Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made by and among Longview Acquisition Corp., a Delaware corporation (“Longview”), Clay Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Butterfly Network, Inc., a Delaware corporation (the “Company”). Longview, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDMENT No. 001 TO THE LICENSE AGREEMENT EFFECTIVE THE 28TH DAY OF JUNE 2013 BETWEEN STANFORD UNIVERSITY AND BUTTERFLY NETWORK, INC.License Agreement • November 27th, 2020 • Longview Acquisition Corp. • Blank checks
Effective the 23rd day of April, 2019, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Butterfly Network, Inc. (“Butterfly”), a corporation having a principal place of business at 530 Old Whitfield Street, Guilford, CT 06473, agree as follows:
AMENDMENT NO. 1 TO MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • November 27th, 2020 • Longview Acquisition Corp. • Blank checks
This Amendment No. 1 to Manufacture and Supply Agreement (this “Amendment”) is entered into effective as of August 2, 2019 (the “Amendment Effective Date”) by and between BUTTERFLY NETWORK, INC., a Delaware corporation (“Butterfly”) and BENCHMARK ELECTRONICS, INC., a Texas corporation and BENCHMARK ELECTRONICS (THAILAND) PCL, a Thailand public limited company (“Manufacturer”), to amend the Manufacture and Supply Agreement between Butterfly and Manufacturer effective as of October 1, 2015 (the “Agreement”). Butterfly and Manufacturer are each a “Party” and collectively the “Parties”. The capitalized terms herein shall have the meaning ascribed to them in the Agreement unless stated otherwise.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 27th, 2020 • Longview Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 20, 2020, is entered into by and between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Longview Investors LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 12, 2021, is made and entered into by and among Longview Acquisition Corp., a Delaware corporation (the “Company”), and Longview Investors LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Sponsor Group Holders on the signature page(s) hereto (each such party, a “Sponsor Group Holder” and, collectively, the “Sponsor Group Holders”) and the undersigned parties listed under Butterfly Holders on the signature page(s) hereto (each such party, a “Butterfly Holder” and, collectively, the “Butterfly Holders”). The Sponsor Group Holders, the Butterfly Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, are each referred to herein as a “Holder” and collectively as the “Holders.”
AMENDMENT NO. 2 TO MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • May 12th, 2021 • Butterfly Network, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This Amendment No. 2 to Manufacture and Supply Agreement (this “Amendment”) is entered into effective as of February 26, 2021 (the “Amendment Effective Date”) by and between BUTTERFLY NETWORK, INC., a Delaware corporation (“Butterfly”) and BENCHMARK ELECTRONICS, INC., a Texas corporation and BENCHMARK ELECTRONICS (THAILAND) PCL, a Thailand public limited company (“Manufacturer”), to amend the Manufacture and Supply Agreement between Butterfly and Manufacturer effective as of October 1, 2015 (the “Agreement”). Butterfly and Manufacturer are each a “Party” and collectively the “Parties”. The capitalized terms herein shall have the meaning ascribed to them in the Agreement unless stated otherwise.
EXCLUSIVE (EQUITY) AGREEMENTExclusive (Equity) Agreement • November 27th, 2020 • Longview Acquisition Corp. • Blank checks • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Butterfly Network, Inc. (“Butterfly”), a corporation having a principal place of business at 530 Old Whitfield Street, Guilford, CT 06473, is effective on the 28 day of June, 2013 (“Effective Date”).
FORM OF LOCK-UP AGREEMENTButterfly Network, Inc. • February 16th, 2021 • X-ray apparatus & tubes & related irradiation apparatus • New York
AMENDMENT NUMBER 1 TO FORWARD PURCHASE AGREEMENT BETWEEN LONGVIEW ACQUISITION CORP., GLENVIEW CAPITAL MANAGEMENT, LLC AND THE PURCHASERSForward Purchase Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This Amendment Number 1 to the Forward Purchase Agreement, dated as of November 19, 2020 (the “Amendment”), amends the Forward Purchase Agreement between Longview Acquisition Corp., a Delaware corporation (the “Company”), Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on the signature page thereto (each, a “Purchaser” and, collectively, the “Purchasers”), dated as of May 20, 2020 (as amended from time to time, the “Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Agreement.
