INDEMNITY AGREEMENTIndemnification Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021 by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HealthCor Catalio Acquisition Corp. New York, NY 10001Securities Subscription Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on November 23, 2020 by and between HC Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • 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 [●], 2021, is entered into by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 29th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), HC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
HealthCor Catalio Acquisition Corp. New York, New York 10001Underwriting Agreement • January 29th, 2021 • HealthCor Catalio Acquisition 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 between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 20,700,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including 2,700,000 Ordinary Shares that may be purchased pursuant to the Underwriter’s option to purchase additional shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
WARRANT AGREEMENT HealthCor Catalio Acquisition Corp. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
HYPERFINE, INC. Class A Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • November 9th, 2023 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus • New York
18,000,000 Class A Ordinary Shares HealthCor Catalio Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
Introductory. HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 18,000,000 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”). The 18,000,000 Class A Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,700,000 Class A Ordinary Shares as provided in Section 2. The additional 2,700,000 Class A Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“J
Indemnification AgreementIndemnification Agreement • December 28th, 2021 • Hyperfine, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this _____ day of ____________, 20___, by and between Hyperfine, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 29th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 26, 2021, is entered into by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HC Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2022 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2021, is made and entered into by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HC Sponsor LLC, a Cayman Islands 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 Hyperfine Holders on the signature page(s) hereto (each such party, a “Hyperfine Holder” and, collectively, the “Hyperfine Holders”). The Sponsor Group Holders, the Hyperfine 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.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
BUSINESS COMBINATION AGREEMENT BY AND AMONG HEALTHCOR CATALIO ACQUISITION CORP., OPTIMUS MERGER SUB I, INC., OPTIMUS MERGER SUB II, INC., HYPERFINE, INC., AND LIMINAL SCIENCES, INC. DATED AS OF JULY 7, 2021Business Combination Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Optimus Merger Sub II, Inc., a Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Hyperfine, Inc., a Delaware corporation (“Hyperfine”), and Liminal Sciences, Inc., a Delaware corporation (“Liminal,” and together with Hyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties 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.
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: [***] MGH Case No: MGH [***]Exclusive Patent License Agreement • August 30th, 2021 • HealthCor Catalio Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus
This License Agreement (“Agreement”) is made as of the 29th day of May, 2014 (“Effective Date”), by and between Hyperfine Research, Inc., a corporation, having a principal place of business at 530 Old Whitfield Street, Guilford, CT 06437 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2021 • Hyperfine, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2021, is made and entered into by and among HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and HC Sponsor LLC, a Cayman Islands 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 Hyperfine Holders on the signature page(s) hereto (each such party, a “Hyperfine Holder” and, collectively, the “Hyperfine Holders”). The Sponsor Group Holders, the Hyperfine 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.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
SEVERANCE AGREEMENTSeverance Agreement • May 11th, 2023 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus • California
The purpose of this Severance Agreement (the “Severance Agreement”) is to set forth the terms of your separation from Hyperfine, Inc. (the “Company”). Payment of the Separation Pay described below is contingent on your agreement to and compliance with the terms of this Severance Agreement. Neither this offer to you nor the Company’s entering into this Severance Agreement shall constitute an admission by the Company.
TECHNOLOGY AND SERVICES EXCHANGE AGREEMENTTechnology and Services Exchange Agreement • August 30th, 2021 • HealthCor Catalio Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
THIS TECHNOLOGY AND SERVICES EXCHANGE AGREEMENT (this “Agreement”) is dated February 17, 2021, is effective as of the Effective Time (defined below) and is entered into by and among Quantum-Si Incorporated (“Quantum-Si”) and each entity set forth on the signature pages hereto (each such entity is a “Participant”), and any additional entities that become Participants in accordance with Section 5.
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: [***] MGH Case No: MGH [***] & MGH [***]Exclusive Patent License Agreement • August 30th, 2021 • HealthCor Catalio Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus
This License Agreement (“Agreement”) is made as of the 30th day of June, 2014 (“Effective Date”), by and between Hyperfine Research, Inc., a corporation, having a principal place of business at 530 Old Whitfield Street, Guilford, CT 06437 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
MASTER SERVICES AGREEMENTMaster Services Agreement • May 14th, 2024 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus • Connecticut
FORFEITURE AGREEMENTForfeiture Agreement • December 28th, 2021 • Hyperfine, Inc. • X-ray apparatus & tubes & related irradiation apparatus
This FORFEITURE AGREEMENT (this “Agreement”), dated as of December 21, 2021, is made by and among HC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), a holder of Parent Class B Ordinary Shares and Parent Class A Ordinary Shares, HealthCor Catalio Acquisition Corp. (“HealthCor”), Liminal Sciences, Inc., a Delaware corporation (“Liminal”), and Hyperfine, Inc., a Delaware corporation (the “Hyperfine”) (Hyperfine and Liminal are each, a “Company” and, are collectively, the “Companies”). The Sponsor, HealthCor and the Companies 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).
MANUFACTURE AND SUPPLY AGREEMENT by and between HYPERFINE RESEARCH, INC. and BENCHMARK ELECTRONICS, INC.Manufacture and Supply Agreement • August 30th, 2021 • HealthCor Catalio Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus • New York
This Manufacture and Supply Agreement (this “Agreement”), effective as of October 15, 2018 (the “Effective Date”), is by and between HYPERFINE RESEARCH, INC., a Delaware corporation having a place of business at 530 Old Whitfield Street, Guilford, Connecticut 06437, for itself and its Affiliates (“Hyperfine”), and BENCHMARK ELECTRONICS, INC., a corporation organized under the laws of the State of Texas USA having a place of business at 100 Innovative Way, Nashua, NH 03062 (“Manufacturer”). Hyperfine and Manufacturer may be referred to individually as a “Party” and collectively as the “Parties.”
TECHNOLOGY AND SERVICES EXCHANGE AGREEMENTTechnology and Services Exchange Agreement • December 28th, 2021 • Hyperfine, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
THIS TECHNOLOGY AND SERVICES EXCHANGE AGREEMENT (this “Agreement”) is dated July 7, 2021, is effective as of the Effective Time (defined below) and is entered into by and among Hyperfine, Inc. (“Hyperfine”) and Liminal Sciences, Inc. (“Liminal” and together with Hyperfine, the “Company”) and each entity set forth on the signature pages hereto (each such entity is a “Participant”), and any additional entities that become Participants in accordance with Section 5.
ADVISORY AGREEMENTAdvisory Agreement • December 28th, 2021 • Hyperfine, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
This ADVISORY AGREEMENT (the “Agreement”) is entered into as of December 22, 2021, by and between Hyperfine, Inc., a Delaware corporation (the “Company”), and Jonathan Rothberg, PhD. (“Dr. Rothberg”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 8th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 8, 2021, by and among HealthCor Catalio Acquisition Corp., a Delaware corporation (“HealthCor”), Dr. Jonathan M. Rothberg (“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of HealthCor, Dr. Rothberg 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).
HealthCor Catalio Acquisition Corp.Office Space Agreement • January 29th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of HealthCor Catalio Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), HC Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, and secretarial and administrative services as may be required by the Company from time to time, situated at 55 Hudson Yards, 28th Floor, New York, New York 10001 (or any successor location). In exchange therefor, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and contin
MANUFACTURE AND SUPPLY AGREEMENT by and between HYPERFINE RESEARCH, INC. and BENCHMARK ELECTRONICS, INC.Manufacture and Supply Agreement • July 19th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks • New York
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
HYPERFINE, INC. CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2023 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus
This Consulting Agreement (the “Agreement”) is made and entered into as of September 30th, 2023 (“Effective Date”) by and among Hyperfine, Inc. (“Hyperfine” or “Company”), a Delaware corporation located at 351 New Whitfield Street, Guilford, CT 06437, and Dr. Khan Siddiqui (“Consultant”), having a notice address as described below.
HYPERFINE, INC. Stock Option Grant NoticeStock Option Agreement • March 22nd, 2023 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows provided the Participant is an Employee of the Company or of an Affiliate on the applicable vesting date:
July 17, 2023 Khan M. Siddiqui Re: Schedule and Salary ModificationSchedule and Salary Modification Agreement • July 18th, 2023 • Hyperfine, Inc. • Electromedical & electrotherapeutic apparatus
Thank you for your recent discussions regarding the proposed modification to your schedule and compensation. On behalf of Hyperfine, Inc. (the “Company”), I’ve outlined below our understanding of the agreement regarding this modification to your role as Chief Medical Officer and Chief Strategy Officer. Please review, and if you agree, sign where indicated below. Of course, please do not hesitate to contact me with any questions.
HealthCor Catalio Acquisition Corp.Office Space Agreement • January 11th, 2021 • HealthCor Catalio Acquisition Corp. • Blank checks
TECHNOLOGY AND SERVICES EXCHANGE AGREEMENTTechnology and Services Exchange Agreement • August 30th, 2021 • HealthCor Catalio Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
THIS TECHNOLOGY AND SERVICES EXCHANGE AGREEMENT (this “Agreement”) is dated July 7, 2021, is effective as of the Effective Time (defined below) and is entered into by and among Hyperfine, Inc. (“Hyperfine”) and Liminal Sciences, Inc. (“Liminal” and together with Hyperfine, the “Company”) and each entity set forth on the signature pages hereto (each such entity is a “Participant”), and any additional entities that become Participants in accordance with Section 5.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 28th, 2021 • Hyperfine, Inc. • X-ray apparatus & tubes & related irradiation apparatus • New York
TECHNOLOGY AND SERVICES EXCHANGE AGREEMENTTechnology and Services Exchange Agreement • August 30th, 2021 • HealthCor Catalio Acquisition Corp. • X-ray apparatus & tubes & related irradiation apparatus • Connecticut
THIS TECHNOLOGY AND SERVICES EXCHANGE AGREEMENT (this “Agreement”) is dated November 19, 2020, is effective as of the Effective Time (defined below) and is entered into by and among Butterfly Network, Inc. (“Butterfly”) and each entity set forth on the signature pages hereto (each such entity is a “Participant”), and any additional entities that become Participants in accordance with Section 5.
