iRhythm Technologies, Inc. Shares of Common Stock Underwriting AgreementiRhythm Technologies, Inc. • October 7th, 2016 • Surgical & medical instruments & apparatus • New York
iRhythm Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 4, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and IRHYTHM TECHNOLOGIES, 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 Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of April 12, 2013, as amended by that certain First Amendment and Default Waiver to Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of January 13, 2014, as amended by that certain Second Amendment to Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of June 3, 2014, and as further amended by that certain Third Amendment to Amended and Restated Loan and Security Ag
ContractiRhythm Technologies, Inc. • October 7th, 2016 • Surgical & medical instruments & apparatus • 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 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.
IRHYTHM TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 16, 2014Investors’ Rights Agreement • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of May 16, 2014, by and among iRhythm Technologies, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
October 28, 2009Letter Agreement • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois
FIRST AMENDMENT TO SUBLEASESublease • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into effective as of June 1, 2010 (the “Effective Date”) between FREEDOMROADS, LLC, a Minnesota limited liability company (“Landlord”), and iRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
OFFICE LEASE 650 TOWNSEND STREET San Francisco, California LANDLORD: 650 TOWNSEND ASSOCIATES LLC TENANT: iRHYTHM TECHNOLOGIES, INC.Office Lease • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
ContractNote and Warrant Purchase Agreement • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREIN) IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT, DATED AS OF NOVEMBER 1, 2012, BY AND AMONG THE COMPANY, THE INVESTORS AND SILICON VALLEY BANK (“SVB”) (THE “SUBORDINATION AGREEMENT”). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS AGREEMENT AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of November, 2012 by and between iRhythm Technologies, Inc. (the “Company”), and California HealthCare Foundation (the “Purchaser”).
