Progyny, Inc. Sample Contracts

Contract
Warrant Agreement • October 15th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • 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, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS, IN THE OPINION OF LEGAL COUNSEL, OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 27th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 8, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PROGYNY, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

PROGYNY, INC. INDEMNITY AGREEMENT
Indemnity Agreement • September 27th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • Delaware

THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Progyny, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

PROGYNY, INC. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 15th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • New York
AUXOGYN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 27th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • California

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is entered into of March 4, 2015, by and among Auxogyn, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

May 23, 2019 As amended on June 3, 2019 Karin Ajmani Dear Karin:
Employment Agreement • September 27th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec

This letter agreement (“Agreement”) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (“Progyny” or the “Company”), and replaces your previous employment letter dated June 11, 2015 (the “Prior Agreement”). This Agreement will be effective on June 10, 2019 (the “Effective Date”), subject to your execution of it and the Non-Disclosure and Non-Compete Agreement further described below.

As of June 7, 2022 Mark Livingston Via DocuSign mark.livingston@progyny.com
Employment Agreement • August 5th, 2022 • Progyny, Inc. • Services-misc health & allied services, nec

This letter agreement (this “Agreement”) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (“Progyny” or the “Company”) and replaces your previous employment letter dated September 15, 2020 (the “Prior Agreement”). This Agreement will be effective as of June 7, 2022 (the “Effective Date).

AUXOGYN, INC. WARRANT TO PURCHASE PREFERRED STOCK
Warrant to Purchase Preferred Stock • October 15th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • California

This Warrant is being issued pursuant to the terms of the Note and Warrant Purchase Agreement, dated December 19, 2014, by and among the Company, the Holder, and certain other Investors set forth on Exhibit A therein (as the same may be amended from time to time, the “Purchase Agreement”). Capitalized terms used but not defined or otherwise provided for in this Warrant shall have the meanings ascribed to them in the Purchase Agreement.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 10th, 2020 • Progyny, Inc. • Services-misc health & allied services, nec

This First Amendment to Loan and Security Agreement (this "Amendment") is entered into this day of April, 2019, by and between Silicon Valley Bank ("Bank") and PROGYNY, INC., a Delaware corporation ("Borrower").

AUXOGYN, INC. WARRANT TO PURCHASE PREFERRED STOCK
Warrant Agreement • October 15th, 2019 • Progyny, Inc. • Services-misc health & allied services, nec • California

This Warrant is being issued pursuant to the terms of the Series B Preferred Stock, Warrant and Convertible Note Purchase Agreement, dated September 6, 2013, by and among the Company, the Holder, and certain other Investors set forth on Exhibit A therein (as the same may be amended from time to time, the “Purchase Agreement”). Capitalized terms used but not defined or otherwise provided for in this Warrant shall have the meanings ascribed to them in the Purchase Agreement.

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