REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page(s) hereto (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Longview Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $______ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Longview Acquisition Corp. IISecurities Subscription Agreement • January 29th, 2021 • Longview Acquisition Corp. II • New York
We are pleased to accept the offer Longview Investors II LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 375,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Longview Acquisition Corp. II, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page(s) hereto (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”).
WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 18, 2021, is entered into by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this 18th day of March, 2021, by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
LONGVIEW ACQUISITION CORP. II 60,000,000 Units Underwriting AgreementUnderwriting Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
Longview Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 60,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 9,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 18, 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 18, 2021, between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on the signature pages hereto (each, a “Purchaser” and, collectively, along with any additional entities identified by the Adviser to become a party to this agreement pursuant to Section 8(f) hereof, the “Purchasers”).
Longview Acquisition Corp. II New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 2nd, 2021 • Longview Acquisition Corp. II • 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 or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and UBS Securities LLC and Cowen and Company, LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 57,500,000 of the Company’s units (including up to 7,500,000 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 “Common Stock”), and one-fifth of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in th
March 18, 2021 Longview Acquisition Corp. II 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and UBS Securities LLC and Cowen and Company, LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 69,000,000 of the Company’s units (including up to 9,000,000 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 “Common Stock”), and one-fifth of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in th
LONGVIEW ACQUISITION CORP. II 50,000,000 Units Underwriting AgreementUnderwriting Agreement • March 2nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
Longview Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 50,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 7,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 21st, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Sponsor Group Holders on the signature page(s) hereto (each such party, a “Sponsor Group Holder” and, collectively, the “Sponsor Group Holders”) and the undersigned parties listed under HeartFlow Holders on the signature page(s) hereto (each such party, a “HeartFlow Holder” and, collectively, the “HeartFlow Holders”). The Sponsor Group Holders, the HeartFlow Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, are each referred to herein as a “Holder” and collectively as the “Holders.”
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2022 • Longview Acquisition Corp. II • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 14, 2022, is made by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of March 18, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
Longview Acquisition Corp. II New York, NY 10153Administrative Services Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Glenview Capital Management, LLC, a Delaware limited liability company (the “Provider”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 21st, 2021 • Longview Acquisition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made by and among Longview Investors II LLC, a Delaware limited liability company, a holder of Longview Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, the “Longview Shareholder”, and collectively, the “Longview Shareholders”), Longview Acquisition Corp. II, a Delaware corporation (“Longview”), and HeartFlow Holding, Inc., a Delaware corporation (the “Company”). The Longview Shareholders, Longview and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NUMBER 1 TO FORWARD PURCHASE AGREEMENT AMONG LONGVIEW ACQUISITION CORP. II, GLENVIEW CAPITAL MANAGEMENT, LLC AND THE PURCHASERSForward Purchase Agreement • July 21st, 2021 • Longview Acquisition Corp. II • Blank checks
This Amendment Number 1 to the Forward Purchase Agreement, dated as of July 15, 2021 (the “Amendment”), amends the Forward Purchase Agreement among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on the signature page thereto (each, a “Purchaser” and, collectively, the “Purchasers”), dated as of March 18, 2021 (as amended from time to time, the “Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Agreement.
AMENDMENT NO. 1 HeartFlow Holding, Inc. Amended and RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 1st, 2021 • Longview Acquisition Corp. II • Surgical & medical instruments & apparatus
This Amendment No. 1 (this “Amendment”), dated as of September 30, 2021, amends that certain Business Combination Agreement (the “Agreement”) by and among Heartflow Holding Inc., a Delaware Corporation (the “Company”), Longview Acquisition Corp. II, a Delaware corporation (“Longview”), and HF Halo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), dated as of July 15, 2021.
BUSINESS COMBINATION AGREEMENT BY AND AMONG LONGVIEW ACQUISITION CORP. II, HF HALO MERGER SUB, INC., AND HEARTFLOW HOLDING, INC. DATED AS OF JULY 15, 2021Business Combination Agreement • July 21st, 2021 • Longview Acquisition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 15, 2021, is made by and among Longview Acquisition Corp. II, a Delaware corporation (“Longview”), HF Halo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and HeartFlow Holding, Inc., a Delaware corporation (the “Company”). Longview, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 Re: Administrative Services Agreement Gentlemen:Administrative Services Agreement • March 24th, 2021 • Longview Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Glenview Capital Management, LLC, a Delaware limited liability company (the “Provider”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • February 15th, 2022 • Longview Acquisition Corp. II • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the February 15, 2022 and is made by and between Longview Acquisition Corp. II (“Maker”) and Longview Investors II LLC (“Payee”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 21st, 2021 • Longview Acquisition Corp. II • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 15, 2021, by and among Longview Acquisition Corp. II, a Delaware corporation (“Longview”), HeartFlow Holding, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Stockholders on the signature page(s) hereto (each, a “Stockholder” and collectively, the “Stockholders”). Each of Longview, the Company and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
termination agreementTermination Agreement • February 4th, 2022 • Longview Acquisition Corp. II • Surgical & medical instruments & apparatus
This Termination Agreement, dated as of February 4, 2022 (this “Termination Agreement”), terminates that certain Business Combination Agreement (the “Agreement”) by and among HeartFlow Holding, Inc., a Delaware corporation (the “Company”), Longview Acquisition Corp. II, a Delaware corporation (“Longview”), and HF Halo Merger Sub, Inc., a Delaware corporation, dated as of July 15, 2021 and amended as of September 30, 2021.
