SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 1st, 2024 • eHealth, Inc. • Insurance agents, brokers & service • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 28, 2022, among EHEALTH, INC., a Delaware corporation (“eHealth” or “the Borrower”), Blue Torch Finance LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), Blue Torch Finance LLC, as collateral agent for the Lenders (in such capacity, including any successor thereto, the “Collateral Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2006 • eHealth, Inc. • Delaware
THIS AGREEMENT is entered into, effective as of , 200 by and between eHealth, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Shares eHEALTH, INC. (a Delaware corporation) COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2006 • eHealth, Inc. • Insurance agents, brokers & service • New York
Underwriting AgreementUnderwriting Agreement • March 5th, 2020 • eHealth, Inc. • Insurance agents, brokers & service • New York
eHealth, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 1,800,000 shares of common stock, $0.001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 270,000 additional shares of Common Stock (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
EHEALTH, INC. MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • May 10th, 2010 • eHealth, Inc. • Insurance agents, brokers & service • California
This amended and restated Management Retention Agreement (the “Agreement”) is made and entered into by and between Gary Lauer (the “Executive”) and eHealth, Inc. (the “Company”), effective as of the date last signed below.
EHEALTH, INC. SEVERANCE AGREEMENTSeverance Agreement • March 1st, 2023 • eHealth, Inc. • Insurance agents, brokers & service • California
THIS SEVERANCE AGREEMENT (the “Agreement”) is by and between eHealth, Inc. (together with its subsidiary, eHealthInsurance Services, Inc., the “Company”) and John Stelben (“Executive”).
INTERNET MARKETING SERVICE AGREEMENT BETWEEN GOLDEN RULE INSURANCE COMPANY AND EHEALTHINSURANCE SERVICES, INC.Internet Marketing Service Agreement • August 11th, 2006 • eHealth, Inc. • Insurance agents, brokers & service • Illinois
THIS MARKETING SERVICE AGREEMENT is made by and between Golden Rule Insurance Company, an Illinois-domiciled health insurer and EHealthInsurance Services, Inc., a Delaware corporation (“Broker”).
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 22nd, 2022 • eHealth, Inc. • Insurance agents, brokers & service • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 28, 2022, among EHEALTH, INC., a Delaware corporation (“eHealth” or “the Borrower”), Blue Torch Finance LLC, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), Blue Torch Finance LLC, as collateral agent for the Lenders (in such capacity, including any successor thereto, the “Collateral Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EHEALTH, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • August 7th, 2024 • eHealth, Inc. • Insurance agents, brokers & service • Delaware
Unless otherwise defined herein, the terms defined in the eHealth, Inc. 2024 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
1493162.6 PALOMA RIDGE LEASE AGREEMENT between ASCENTRIS-116B, LLC, as Landlord, and EHEALTH, INC., as TenantLease Agreement • April 2nd, 2018 • eHealth, Inc. • Insurance agents, brokers & service • Texas
ContractWeb-Broker Agreement • November 10th, 2015 • eHealth, Inc. • Insurance agents, brokers & service
INVESTMENT AGREEMENT by and among EHEALTH, INC. and ECHELON HEALTH SPV, LP Dated as of February 17, 2021Investment Agreement • February 18th, 2021 • eHealth, Inc. • Insurance agents, brokers & service • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of February 17, 2021, is by and among eHealth, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and Echelon Health SPV, LP, a Delaware limited partnership (together with its successors and any respective Affiliates thereof that become a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, each, a “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2021 • eHealth, Inc. • Insurance agents, brokers & service • Delaware
THIS AGREEMENT is entered into effective as of ____________________ by and between eHealth, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
EHEALTH, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • August 7th, 2024 • eHealth, Inc. • Insurance agents, brokers & service • Delaware
Unless otherwise defined herein, the terms defined in the eHealth, Inc. 2024 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
Execution] $40,000,000 CREDIT AGREEMENT Dated as of September 17, 2018 among EHEALTH, INC., EHEALTHINSURANCE SERVICES, INC., WEALTH, HEALTH AND LIFE ADVISORS, LLC, as Borrowers, PLANPRESCRIBER, INC., as Guarantor, ROYAL BANK OF CANADA, as...Credit Agreement • September 19th, 2018 • eHealth, Inc. • Insurance agents, brokers & service • New York
LEASE AGREEMENT (SINGLE TENANT BUILDING IN SINGLE BUILDING PROJECT) between 340 MIDDLEFIELD, LLC, as “Landlord” and eHEALTH, INC. a Delaware corporation as “Tenant”Lease Agreement • March 27th, 2012 • eHealth, Inc. • Insurance agents, brokers & service • California
THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”) and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:
Blue Cross of California and Affiliates AGENT AGREEMENTAgent Agreement • June 28th, 2006 • eHealth, Inc. • Insurance agents, brokers & service
Under this Agreement (the “Agreement”), effective October 1, 2000, and subject to all terms thereof, eHealthinsurance Services, Inc., (hereinafter referred to as “EHI”), a Delaware corporation, with an office located at 281 East Java Drive, Sunnyvale, CA 94089 is authorized to market and solicit applications from members of the general public residing in California, Nevada, Texas, Georgia, Illinois, Indiana, and Virginia for only those products specified herein written or sold by Blue Cross of California, (or any other Blue Cross company owned by WellPoint), a health care service plan licensed under the Knox-Keene Act (Health and Safety Code Section 1340, et. seq.) BC Life and Health Insurance Company, a life and disability insurance company operating under a Certificate of Authority issued by the California Department of Insurance, a California Corporation, and UNICARE Life and Health Insurance Company, a Delaware domiciled insurance company licensed in Georgia, Texas, Illinois, India
AGREEMENTShareholder Agreement • May 13th, 2021 • eHealth, Inc. • Insurance agents, brokers & service • Delaware
This Agreement (this “Agreement”) is made and entered into as of May 12, 2021 by and among eHealth, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
ContractProperty Management Service Contract • September 6th, 2019 • eHealth, Inc. • Insurance agents, brokers & service
eHealthInsurance Services, Inc. 2625 Augustine Drive, Second Floor Santa Clara, CA 95054Severance Agreement • November 8th, 2021 • eHealth, Inc. • Insurance agents, brokers & service
COOPERATION AGREEMENTCooperation Agreement • March 11th, 2021 • eHealth, Inc. • Insurance agents, brokers & service • Delaware
eHealth, Inc. (the “Company”), on the one hand, and Hudson Executive Capital LP, on behalf of itself, its affiliates and its affiliated funds (such affiliates and affiliated funds (which, for the avoidance of doubt, shall include HEC Management GP LLC and HEC Master Fund LP), together with Hudson Executive Capital LP, collectively, “Hudson”), on the other hand, have agreed to the terms contained in this Cooperation Agreement (this “Agreement”). This Agreement will take effect as of the date hereof (the “Effective Date”). For purposes of this Agreement, we refer to each of the Company and Hudson as a “Party” and, together, as the “Parties.”
ContractWeb-Broker Agreement • November 3rd, 2016 • eHealth, Inc. • Insurance agents, brokers & service
executed by any Loan Party in connection herewith, if any (collectively, together with this Amendment No. 2, the "Amendment Documents") has been duly executed and delivered by each Loan Party that is a party hereto and is the legally valid and binding...Credit Agreement • August 8th, 2019 • eHealth, Inc. • Insurance agents, brokers & service • New York
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 23, 2005Investors’ Rights Agreement • April 25th, 2006 • eHealth, Inc. • California
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 23rd day of May, 2005, by and among eHealthInsurance Services, Inc., a Delaware corporation (“EHIS”), eHealth, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
Appendix 3 to Office Lease ContractOffice Lease Contract • March 17th, 2008 • eHealth, Inc. • Insurance agents, brokers & service
eHealth, Inc. 2006 Equity Incentive Plan Outside Director Stock Unit AgreementOutside Director Stock Unit Agreement • March 13th, 2009 • eHealth, Inc. • Insurance agents, brokers & service
Terms of Executive Employment AgreementExecutive Employment Agreement • November 8th, 2021 • eHealth, Inc. • Insurance agents, brokers & service
The following term sheet (the “Term Sheet”) sets forth the terms for the employment of Fran Soistman (“Executive”) as the Chief Executive Officer of eHealth, Inc. (“eHealth”). Following the execution of the Term Sheet, which shall initially govern the employment relationship between the Executive and eHealth, they will thereafter enter into good faith negotiations with respect to an employment agreement reflecting these terms, which employment agreement shall then supersede this Term Sheet. Accordingly, the parties hereto agree as follows:
eHealthInsurance Services, Inc. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 7th, 2024 • eHealth, Inc. • Insurance agents, brokers & service • Texas
This Independent Contractor Agreement (“Agreement”) is made effective as of May 29, 2024 (“Effective Date”) by and between eHealthInsurance Services, Inc., a Delaware Corporation having its principal office located at 13620 Ranch Rd 620 N, Suite A250, Austin, TX 78717 and its subsidiaries, affiliates, successors or assigns (together “eHealth”) and John Stelben, an individual (“Contractor”), each a “Party”, collectively, the “Parties”.
eHealthInsurance Services, Inc. EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2020 • eHealth, Inc. • Insurance agents, brokers & service • California
This Employment Agreement (“Agreement”) is made and entered into as of February 20, 2020 (“Effective Date”) by and between eHealthInsurance Services, Inc., a Delaware corporation having its principal place of business in Santa Clara, California, its parent company, subsidiaries, affiliates, successors or assigns (together the “Company”), and Robert Hurley, an individual (“Hurley”).
FOURTH AMENDMENT TO STANDARD LEASE AGREEMENT (OFFICE) Gold Pointe Corporate Center 11919 Foundation Place, Gold River, CA 95670Standard Lease Agreement (Office) • November 7th, 2007 • eHealth, Inc. • Insurance agents, brokers & service
This Fourth Amendment to Standard Lease Agreement (Office) dated for reference purposes as October 11, 2007 (the “Fourth Amendment”), is entered into by and between Carlsen Investments, LLC a California limited liability company as successor in interest to Gold Pointe E, LLC, a California limited liability company, (“Landlord”), and eHealthInsurance Services, Inc., a Delaware corporation (“Tenant”).
Execution] GUARANTY dated as of September 17, 2018 among PLANPRESCRIBER, INC. and THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent 5347156.7Guaranty • September 19th, 2018 • eHealth, Inc. • Insurance agents, brokers & service • New York
EHEALTH, INC. AMENDMENT TO OFFER LETTER & OFFER LETTER SUPPLEMENTOffer Letter Amendment • November 14th, 2007 • eHealth, Inc. • Insurance agents, brokers & service • California
The offer letter dated April 6, 2000 (the “Offer Letter) and the offer letter supplement dated August 7, 2000 (the “Offer Letter Supplement”), both of which are by and between eHealth, inc. (the “Company”) and Bruce A. Telkamp (the “Executive”) are hereby amended as follows:
Amendment to LeaseLease Agreement • May 29th, 2013 • eHealth, Inc. • Insurance agents, brokers & service
THIS FIRST AMENDMENT (this “Amendment”) is made as of May 28, 2013, (“the Amendment Date”) and amends the Lease Agreement (“the Lease”) dated March 23, 2012, by and between 340 Middlefield, LLC (“Landlord”), and eHealth, Inc., a Delaware corporation (“Tenant”). All capitalized terms not defined in this Amendment shall have the meaning set forth in the Lease.
SIXTH AMENDMENT TO LEASE AND ACKNOWLEDGMENT TO STANDARD LEASE AGREEMENT (OFFICE) Gold Pointe Corporate Center, 11919 Foundation Place, Gold River, CA 95670 (“Building”)Lease Agreement • August 31st, 2012 • eHealth, Inc. • Insurance agents, brokers & service
This Sixth Amendment to Standard Lease Agreement (Office) (“Sixth Amendment”) is entered into this 29th day of August, 2012, by and between Carlsen Investments, LLC, a California limited liability company as successor in interest to Gold Pointe E, LLC, a California limited liability company (“Landlord”) and eHealthInsurance Services, Inc., a Delaware corporation (“Tenant”).
GOLD POINTE CORPORATE CENTER STANDARD LEASE AGREEMENT (OFFICE) BETWEEN GOLD POINTE E LLC, A LIMITED LIABILITY COMPANY AS “LANDLORD” AND EHEALTHINSURANCE SERVICES, INC. A DELAWARE CORPORATION, AS “TENANT” JUNE 10, 2004Standard Lease Agreement (Office) • April 25th, 2006 • eHealth, Inc.
This Standard Lease Agreement (“Lease”) is made and entered into by the Landlord and Tenant referred to in the Basic Lease Information. The Basic Lease Information attached to this Lease as page 1 and page 2 is hereby incorporated into this Lease by this reference.
