INDEMNITY AGREEMENTIndemnification Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [______], 2020, by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Hudson Executive Investment Corp., a Delaware corporation (the “Company”), HEC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Hudson Executive Investment Corp. 36,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
Hudson Executive Investment Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for you are acting as Representatives (the “Representatives”), an aggregate of 36,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,400,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement a
WARRANT AGREEMENTWarrant Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 8, 2020, is by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 8, 2020 by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 8, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and HEC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2020, is made and entered into by and among Hudson Executive Investment Corp., a Delaware corporation (the “Company”), HEC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Hudson Executive Investment Corp. New York, NY 10022Underwriting Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as
Talkspace, Inc. Indemnification and Advancement AgreementIndemnification Agreement • June 23rd, 2021 • Talkspace, Inc. • Services-health services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , by and between Talkspace, Inc., a Delaware corporation (the “Company”) (f/k/a Hudson Executive Investment Corp., a Delaware corporation), and , a member of the Board of Directors (the “Board”) or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all agreements between the Indemnitee and the Company, to the extent covering the indemnification of such Indemnitee as a member of the Board of Directors or an officer of the Company.
Hudson Executive Investment Corp. New York, NY 10022Securities Subscription Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • Delaware
Hudson Executive Investment Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by HEC Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 8, 2020, by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and HEC Master Fund LP, a Delaware limited partnership (the “Purchaser”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Hudson Executive Investment Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Talkspace, Inc., a Delaware corporation (the “Company”) (formerly known as Hudson Executive Investment Corp., a Delaware corporation), HEC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Groop Internet Platform, Inc. (d/b/a Talkspace), a Delaware corporation (“Talkspace”) identified on the signature pages hereto (such stockholders, the “Talkspace Holders” and, collectively with the Sponsor, the Talkspace Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2021 • Hudson Executive Investment Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of January, 2021, by and among Hudson Executive Investment Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Talkspace, Inc. • Services-health services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2021, is made and entered into by and among Talkspace, Inc., a Delaware corporation (the “Company”) (formerly known as Hudson Executive Investment Corp., a Delaware corporation), HEC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Groop Internet Platform, Inc. (d/b/a Talkspace), a Delaware corporation (“Talkspace”) identified on the signature pages hereto (such stockholders, the “Talkspace Holders” and, collectively with the Sponsor, the Talkspace Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among HUDSON EXECUTIVE INVESTMENT CORP., TAILWIND MERGER SUB I, INC., TAILWIND MERGER SUB II, LLC AND GROOP INTERNET PLATFORM, INC. dated as of January 12, 2021Merger Agreement • January 13th, 2021 • Hudson Executive Investment Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 12, 2021, by and among Hudson Executive Investment Corp., a Delaware corporation (“Acquiror”), Tailwind Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Tailwind Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub”) and Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation (the “Company”). Acquiror, First Merger Sub, Second Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
Dear Oren Frank,Employment Agreement • June 23rd, 2021 • Talkspace, Inc. • Services-health services • Delaware
Talkspace, Inc. (d.b.a. Talkspace) (the “Company”) is very pleased to offer you the position of CEO with an anticipated start date of July 1, 2021. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. This agreement supersedes all prior offer letters, agreements, and any other documentation of employment.
AGREEMENTEmployment Agreement • May 6th, 2021 • Hudson Executive Investment Corp. • Services-health services • New York
This AGREEMENT (the “Agreement”), dated as of January 9, 2021, is made and entered into by and between Groop Internet Platform Inc., a Delaware corporation (the “Company”), and Roni Frank (the “Employee”).
CREDIT AND SECURITY AGREEMENT dated as of March 15, 2021 by and among TALKSPACE NETWORK LLC and GROOP INTERNET PLATFORM, INC. and JPMORGAN CHASE BANK, N.A. INNOVATION ECONOMY LENDINGCredit and Security Agreement • May 6th, 2021 • Hudson Executive Investment Corp. • Services-health services • New York
THIS CREDIT AND SECURITY AGREEMENT (as it may be amended or modified from time to time, together with the Exhibits attached hereto from time to time, each of which is hereby incorporated herein and made a part hereof, this “Agreement”), is made as of March 15, 2021, by and among TALKSPACE NETWORK LLC, a Delaware limited liability company, and GROOP INTERNET PLATFORM, INC., a Delaware corporation (each and collectively, jointly and severally, “Borrower”), the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A. (“Lender”).
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • January 13th, 2021 • Hudson Executive Investment Corp. • Blank checks • Delaware
This Company Holders Support Agreement (this “Agreement”), dated as of January 12, 2021, is entered into by and among Hudson Executive Investment Corp., a Delaware corporation (“Acquiror”), Groop Internet Platform, Inc. (d/b/a Talkspace), a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
Dear Oren,Employment Agreement • February 2nd, 2021 • Hudson Executive Investment Corp. • Blank checks
Groop Internet Platform, Inc. (d.b.a. Talkspace) (the “Company”) is pleased to offer you the position of Chief Executive Officer, with an anticipated start date of June 1, 2015. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. This Offer Letter supersedes, in its entirety the Consulting Agreement dated February 27, 2014 by and between Oren Frank and the Company, which shall be terminated except to the extent provided thereunder.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 13th, 2021 • Hudson Executive Investment Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 12, 2021 by and among HEC Sponsor LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Hudson Executive Investment Corp., a Delaware corporation (as defined in the Merger Agreement (as defined below)) (“Acquiror”), and Groop Internet Platform, Inc. (d/b/a Talkspace), a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
HUDSON EXECUTIVE INVESTMENT CORP. New York, NY 10022Administrative Services Agreement • April 3rd, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Hudson Executive Investment Corp. (the “Company”), HEC Sponsor LLC (the “Sponsor”) and Hudson Executive Capital LP, an affiliate of the Sponsor (“HEC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Personal and ConfidentialRetention Bonus Agreement • December 10th, 2021 • Talkspace, Inc. • Services-health services • Delaware
management team. You are a valued member of our team, and in order to ensure your continued dedication during this time of transition, you are being offered the opportunity to receive a cash payment in the amount of $400,000 (the “Retention Bonus”), if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective upon your execution.
AGREEMENTEmployment Agreement • May 6th, 2021 • Hudson Executive Investment Corp. • Services-health services • New York
This AGREEMENT (the “Agreement”), dated as of January 11, 2021, is made and entered into by and between Groop Internet Platform Inc., a Delaware corporation (the “Company”), and Mark Hirschhorn (the “Employee”).
HUDSON EXECUTIVE INVESTMENT CORP. New York, NY 10022Administrative Services Agreement • June 11th, 2020 • Hudson Executive Investment Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Hudson Executive Investment Corp. (the “Company”), HEC Sponsor LLC (the “Sponsor”) and Hudson Executive Capital LP, an affiliate of the Sponsor (“HEC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 13th, 2021 • Hudson Executive Investment Corp. • Blank checks • New York
This FIRST AMENDMENT TO FORWARD PURCHASE AGREEMENT (this “Amendment”), dated as of January 12 2021, is entered into by and between Hudson Executive Investment Corp., a Delaware corporation (the “Company”), and HEC Master Fund LP, a Delaware limited partnership (the “Purchaser”).
Jon R. Cohen MD 3 Lake Road North Great Neck, New York 11020 Dear Jon,Employment Agreement • March 10th, 2023 • Talkspace, Inc. • Services-health services
Talkspace, Inc. (d.b.a. Talkspace) (the “Company”) is very pleased to offer you the position of Chief Executive Officer reporting to the Company's Board of Directors (the “Board”) with a start date of November 9, 2022 (your actual start date, the “Start Date”). This letter agreement (this “Agreement”), including the exhibits attached hereto, sets forth the terms and conditions of your employment with the Company.
Dear Roni,Offer Letter • February 2nd, 2021 • Hudson Executive Investment Corp. • Blank checks
Groop Internet Platform, Inc. (d.b.a. Talkspace) (the “Company”) is pleased to offer you the position of head of clinical services, reporting directly to the Company’s Chief Executive Officer, with an anticipated start date of June 1, 2015. You shall devote your full working time, attention and best efforts to fulfill your duties and to further the business and interests of the Company. This Offer Letter supersedes, in its entirety, the Consulting Agreement dated February 27, 2014 by and between Roni Frank and the Company, which shall be terminated except to the extent provided thereunder.
