iRhythm Technologies, Inc. 1,093,167 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 21st, 2020 • iRhythm Technologies, Inc. • 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 1,093,167 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 163,975 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”.
IRHYTHM TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [DATE] and is between iRhythm Technologies, Inc., a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
Dealer name and address]Call Option Transaction • March 8th, 2024 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and iRhythm Technologies, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
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
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 29th, 2018 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 23, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), 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 Second Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of December 4, 2015, as amended by that certain First Loan Modification Agreement between Borrower and Bank dated as of August 22, 2016 (as amended, the “Prior Loan Agreement”). The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows:
ContractWarrant Agreement • October 7th, 2016 • iRhythm Technologies, Inc. • 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, 2009Sublease • October 7th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois
LOAN AGREEMENT Dated as of December 4, 2015 between IRHYTHM TECHNOLOGIES, INC. (as Borrower), and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP (as Lender)Loan Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of December 4, 2015 (the “Effective Date”) by and between IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (“Lender”), provides the terms on which Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:
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
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAt-Will Employment Agreement • December 23rd, 2019 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
As a condition of my employment with iRhythm Technologies, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
OFFICE LEASE (SUITE 500) 650 TOWNSEND STREET San Francisco, California LANDLORD: BIG DOG HOLDINGS LLC TENANT: IRHYTHM TECHNOLOGIES, INC.Office Lease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
SERVICES AGREEMENTServices Agreement • February 10th, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Services Agreement (the “Agreement”) is entered into December 24, 2013 (the “Effective Date”), by and between XIFIN® Inc. (“XIFIN”), a California corporation, with a place of business at 12225 El Camino Real, Suite 100, San Diego, CA 92130 and iRhythm Technologies, Inc. (“Client”), a Delaware corporation whose principal place of business is located at 650 Townsend Street, Suite 380, San Francisco, CA 94103.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 23rd, 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”).
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.
GUARANTY AND SECURITY AGREEMENT Dated as of December 4, 2015 by IRHYTHM TECHNOLOGIES, INC., as Borrower, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP as LenderGuaranty and Security Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • New York
GUARANTY AND SECURITY AGREEMENT, dated as of December 4, 2015, by IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and each other Person that becomes a party hereto pursuant to Section 8.6 (together with Borrower, “Grantors”), in favor of BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP (“Lender”) on behalf of itself and each other Secured Party.
SERVICES AGREEMENTServices Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Services Agreement (the “Agreement”) is entered into December 24, 2013 (the “Effective Date”), by and between XIFIN® Inc. (“XIFIN”), a California corporation, with a place of business at 12225 El Camino Real, Suite 100, San Diego, CA 92130 and iRhythm Technologies, Inc. (“Client”), a Delaware corporation whose principal place of business is located at 650 Townsend Street, Suite 380, San Francisco, CA 94103.
SECOND AMENDMENT TO LEASESublease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into effective as of September 24, 2013 (the “Effective Date”), between FREEDOMROADS, LLC, a Minnesota limited liability company (“Landlord”), FRHP LINCOLNSHIRE, LLC, a Minnesota limited liability company (“Master Landlord”) and iRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
SUBLEASESublease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS SUBLEASE (this “Sublease”) is dated as of April 15, 2014, and is made by and between Lone Star R. S. Platou, Inc., a Texas corporation (“Sublessor”) and iRhythm Technologies, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
IRHYTHM TECHNOLOGIES, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • November 14th, 2017 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and iRhythm Technologies, Inc. (the “Company”, and collectively with the Executive, the “Parties”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities (the “Effective Date”).
SECOND AMENDMENT TO LEASE (iRhythm Technologies, Inc.)Lease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered into as of December 19, 2011 (the “Effective Date”) by and between 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company (“Landlord”) and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENTLease Agreement • August 7th, 2017 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Texas
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2024 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Third Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 17th day of November, 2023, by and between SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY
RE: Lease between Warland Investments Company and iRhythm Technologies, Inc. 11085 Knott Avenue, Suite B, Cypress, CALease Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
OFFICE LEASE (SUITE 500 WEST & SUITE 600 WEST) 650 TOWNSEND STREET SAN FRANCISCO, CALIFORNIA LANDLORD: BIG DOG HOLDINGS LLC TENANT: IRHYTHM TECHNOLOGIES, INC.Office Lease • March 4th, 2019 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
AMENDMENT NO. 2 TO REVIVE AND AMEND THE DEVELOPMENT COLLABORATION AGREEMENTDevelopment Collaboration Agreement • February 28th, 2022 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT NO. 2 TO REVIVE AND AMEND THE DEVELOPMENT AND COLLABORATION AGREEMENT (“Amendment”) is entered into by Verily Life Sciences LLC whose principal place of business is at 269 East Grand Avenue, South San Francisco, California 94080 USA (“VLS”), Verily Ireland Limited, organized under the laws of Ireland and having a principal place of business at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (“VIL,” and together with VLS, “Verily”), and iRhythm Technologies, Inc., organized under the laws of Delaware and having a principal place of business at 699 8th Street, Suite 600, San Francisco, CA 94103 (“IRTC”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2020 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
This First Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 26th day of February, 2020, by and between SILICON VALLEY BANK (“Bank”) and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), whose address is 650 Townsend Street, Suite 500, San Francisco, California 94103.
AMENDMENT NO. 1 TO DEVELOPMENT COLLABORATION AGREEMENTDevelopment Collaboration Agreement • February 28th, 2022 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
This amendment to the Development and Collaboration Agreement (“Amendment”) is entered into by Verily Life Sciences LLC whose principal place of business is at 269 East Grand Avenue, South San Francisco, California 94080 USA (“VLS”), Verily Ireland Limited, organized under the laws of Ireland and having a principal place of business at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (“VIL,” and together with VLS, “Verily”), and iRhythm Technologies, Inc., organized under the laws of Delaware and having a principal place of business at 699 8th Street, Suite 600, San Francisco, CA 94103 (“IRTC”).
THIRD AMENDMENT TO LEASELease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated for reference purposes only as of January 8, 2014, by and between BIG DOG HOLDINGS LLC, a Delaware limited liability company (as successor in interest to 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company) (“Landlord”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2022 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
This Second Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 28th day of March, 2022, by and between SILICON VALLEY BANK (“Bank”) and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), whose address is 699 8th Street, Suite 600, San Francisco, California 94103.
ContractWarrant Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • 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.
FIRST AMENDMENT TO LEASELease • August 3rd, 2018 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (“Amendment”), dated for reference purposes only as of June 5, 2018, is made between WARLAND INVESTMENTS COMPANY, a California limited partnership (“Landlord”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
RESIGNATION AND RELEASE AGREEMENTResignation and Release Agreement • March 14th, 2022 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Resignation and Release Agreement (“Agreement”) is made by and between Kevin King (“Mr. King”) and iRhythm Technologies, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
RESIGNATION AND RELEASE OF CLAIMSResignation and Release of Claims • July 19th, 2022 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Resignation and Release of Claims (“Agreement”) is made by and between David Vort (“Employee”) and iRhythm Technologies, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
