AGREEMENT AND PLAN OF MERGER by and among LIMEADE, INC., WEBMD HEALTH CORP., and LOTUS MERGER SUB, INC. Dated as of June 8, 2023Agreement and Plan of Merger • June 9th, 2023 • Limeade, Inc • Services-prepackaged software • Washington
This AGREEMENT AND PLAN OF MERGER dated as of June 8, 2023 (this “Agreement”) by and among Limeade, Inc., a Washington corporation (the “Company”), WebMD Health Corp., a Delaware corporation (“Parent”), and Lotus Merger Sub, Inc., a Washington corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”). The Company, Parent, and Merger Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Limeade, Inc EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2022 • Limeade, Inc • Services-prepackaged software • Washington
This Executive Employment Agreement (the “Agreement”) is entered into by and between Limeade, Inc. (“Company” or “Company”) and Henry Albrecht (“Executive” or “Employee”) on April 24, 2022. Company and Executive may be
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2022 • Limeade, Inc • Services-prepackaged software
This Second Amendment to Amended and Restated Loan and Security Agreement is entered into as of December 30, 2020 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”) and LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”; Limeade and Technologies are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 9th, 2023 • Limeade, Inc • Services-prepackaged software • Washington
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made effective as of June 8, 2023, by and among Limeade Inc., a Washington corporation (the “Company”), WebMD Health Corp., a Delaware corporation (“Parent”), and each Person identified on Exhibit A attached hereto (collectively, the “Shareholders” and each a “Shareholder”). The Company, Parent, and the Shareholders are hereinafter at times individually referred to as a “Party” and collectively as the “Parties”.
Form of Director AgreementLimeade, Inc • December 5th, 2022 • Services-prepackaged software • Washington
This letter sets out the basis of your proposed appointment and the information relevant to you in relation to your position as a director of Limeade (the “Company”). To confirm the terms of the appointment, please sign and return this letter, as well as your Indemnification Agreement, prior to the Appointment Time.
SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT June 7, 2023Loan and Security Agreement • June 9th, 2023 • Limeade, Inc • Services-prepackaged software
This Seventh Amendment and Consent to Amended and Restated Loan and Security Agreement (the “Consent”), dated as of the date first written above, is made and entered into by and among, on the one hand, LIMEADE, INC., a Washington corporation (“Limeade”), LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”) and TINYHR INC. dba TINYpulse, a Delaware corporation (“Tiny” and collectively with Limeade and Technologies, the “Borrowers” and each, a “Borrower”, provided that each reference to “Borrower” or “Borrowers” in this Consent shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require) and, on the other hand, COMERICA BANK (“Bank”). Capitalized terms used herein and not otherwise defined are given the meaning ascribed to each in the Credit Agreement (as defined below), as applicable.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2022 • Limeade, Inc • Services-prepackaged software
This Third Amendment and Joinder to Amended and Restated Loan and Security Agreement is entered into as of November 12, 2021 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”), LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”) and TINYhr Inc., a Delaware corporation dba TINYpulse (“Tiny” or “New Borrower”; Limeade, Technologies and Tiny are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).
March 13, 2019Limeade, Inc • December 5th, 2022 • Services-prepackaged software
LIMEADE, INC. LIMEADE TECHNOLOGIES CANADA INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2022 • Limeade, Inc • Services-prepackaged software • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 10, 2019, by and among Comerica Bank (“Bank”) and LIMEADE, INC., a Washington corporation (“Limeade”) and LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”; Limeade and Technologies are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require”).
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2023 • Limeade, Inc • Services-prepackaged software
This Sixth Amendment to Amended and Restated Loan and Security Agreement is dated as of February 23, 2023 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”), LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”) and TINYhr Inc., a Delaware corporation dba TINYpulse (“Tiny”; Limeade, Technologies and Tiny are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2023 • Limeade, Inc • Services-prepackaged software
This Fifth Amendment to Amended and Restated Loan and Security Agreement is dated as of January 19, 2023 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”), LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”) and TINYhr Inc., a Delaware corporation dba TINYpulse (“Tiny”; Limeade, Technologies and Tiny are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2022 • Limeade, Inc • Services-prepackaged software
This First Amendment and Waiver to Amended and Restated Loan and Security Agreement is entered into as of June 17, 2020 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”) and LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”; Limeade and Technologies are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrowed’ or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require”).
