AMENDMENT NO. 1 TO FINANCING DOCUMENTS
Exhibit 4.5
AMENDMENT NO. 1 TO FINANCING DOCUMENTS
This Amendment No.1 to the Financing Documents (this “Amendment”) is made as of July 10, 2019, by and among Health Catalyst, Inc., a Delaware corporation (the “Company”) and the parties listed on the signature pages hereto (the “Stockholders”).
WHEREAS, pursuant to Section 3F of that certain Health Catalyst, Inc. Fifth Amended and Restated Investors’ Rights Agreement, dated as of February 6, 2019, by and among the Company and the investors listed on Schedule I thereto (the “Rights Agreement”), and subject to the qualifications set forth therein, the Rights Agreement may be amended with the written consent of holders of a majority of the Preferred Stock (as defined in the Rights Agreement);
WHEREAS, pursuant to Section 11 of that certain Fifth Amended and Restated Stockholders Agreement, dated as of February 6, 2019, by and among the Company and the Stockholders (as defined therein) (the “Stockholders Agreement”), and subject to the qualifications set forth therein, the Stockholders Agreement may be amended with the written consent of (a) the Company, (b) the Investors (as defined in the Stockholders Agreement) that hold a majority of the Stockholder Shares (as defined in the Stockholders Agreement) then held by the Investors and (c) the Key Holders (as defined in the Stockholders Agreement) that hold a majority of the Stockholder Shares then held by the Key Holders;
WHEREAS, pursuant to Section 9(d) of that certain Fifth Amended and Restated Registration Agreement, dated as of February 6, 2019, by and among the Company, the Investors listed on Schedule of Investors thereto (the “Registration Agreement” and together with the Rights Agreement and the Stockholders Agreement, the “Financing Documents”), and subject to the qualifications set forth therein, the Registration Agreement may be amended with the written consent of the Company and the holders of a majority of the Investor Registrable Securities (as defined in the Registration Agreement); and
WHEREAS, the Company and the Stockholders wish to amend the Financing Documents in order to allow for termination upon certain events.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. | The following language is added as a new Section 3S of the Rights Agreement: |
“Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the consummation of an IPO.”
2. | The following language is added as a new Section 26 of the Stockholders Agreement: |
“Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the consummation of an IPO; provided that the provisions of Section 24 hereof will survive any such termination under this Section 26.”
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3. | The following language is added as a new Section 9(n) of the Registration Agreement: |
“Termination of Registration Rights. The right of any holder to request registration or inclusion of Investor Registrable Securities in any registration pursuant to Sections 1 or 2 shall terminate upon the earliest to occur of:
(i) such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such holder’s shares without limitation during a three-month period without registration;
(ii) the fifth anniversary of the IPO.”
4. | Except as expressly amended herein, the Financing Documents shall remain in full force and effect. |
5. | This Amendment and any controversy arising out of or relating to this Amendment shall be governed by the internal laws of the State of Delaware, without regard to its principles of conflicts of laws. |
6. | This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
COMPANY: | |
By: | /s/ Xxxxxx Xxxxxx |
Name: Xxxxxx Xxxxxx | |
Title: Chief Executive Officer | |
Address: Health Catalyst, Inc. 0000 Xxxx Xxxxxxxx Xxxxx Xxxxx 000 Xxxx Xxxx Xxxx, XX 00000 | |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P. SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. | |
By: | SCGF IV Management, L.P., a Cayman Islands exempted limited partnership, General Partner of Each |
By: | SC US (TTG P), LTD., a Cayman Islands limited liability company |
Its: | General Partner |
By: | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | Authorized Signatory |
SC US GF V HOLDINGS, LTD. | |
a Cayman Islands exempted company | |
By: | Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., both Cayman Islands Exempted Limited Partnerships, its Members |
By: | SCGF V Management, L.P., a Cayman Islands Exempted Limited Partnership, its General Partner |
By: | SC US (TTGP), LTD., a Cayman Islands Exempted company, its General Partner |
By: | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. | |
a Cayman Islands exempted limited partnership | |
By: | SCGF V MANAGEMENT, L.P., a Cayman Islands exempted limited partnership, its General Partner |
By: | SC US (TTGP), LTD., a Cayman Islands exempted company, its General Partner |
By: | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
NORWEST VENTURE PARTNERS XI, LP | |
By: | Genesis VC Partners XI, LLC |
Its: | General Partner |
By: | NVP Associates, LLC |
Its: | Managing Member |
By: | /s/ Xxxxxx Xxxxx |
Name: | Xxxxxx Xxxxx |
Title: | Senior Managing Partner |
NORWEST VENTURE PARTNERS XII, LP | |
By: | Genesis VC Partners XII, LLC |
Its: | General Partner |
By: | NVP Associates, LLC |
Its: | Managing Member |
By: | /s/ Xxxxxx Xxxxx |
Name: | Xxxxxx Xxxxx |
Title: | Senior Managing Partner |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
UPMC | |
By: | /s/ Talbot Heppenstall |
Name: | Talbot Heppenstall |
Its: | Treasurer |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
HQC ACQUISITION, LLC | |
By: | /s/ Xxxxxx Xxxxxxx |
Name: | Xxxxxx Xxxxxxx |
Title: | President |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
Leerink Transformation Fund I L.P. | |
By: | /s/ Xxxx Xxxxxxx |
Name: | Xxxx Xxxxxxx |
Title: | Managing Partner |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
TENAYA CAPITAL VI, LP | |
By: Tenaya Capital VI GP, LLC, its General Partner | |
By: | /s/ Xxxxxxx Xxxxxxx |
Name: | Xxxxxxx Xxxxxxx |
Its: | Managing Director |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
ORBIMED ROYALTY OPPORTUNITIES II, LP | |
By OrbiMed Advisors LLC, its investment manager | |
By: | /s/ X. Xxxxxx Xxxxx |
Name: | X. Xxxxxx Xxxxx |
Its: | Member |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
SANDS CAPITAL PRIVATE GROWTH FUND, L.P. | |
By: Sands Capital Private Growth Fund-GP, L.P. | |
Its: | General Partner |
By: Sands Capital Private Growth Fund-GP, LLC | |
Its: | General Partner |
By: | /s/ Xxxxxxxx Xxxxxxx |
Name: | Xxxxxxxx Xxxxxxx |
Title: | General Counsel |
SANDS CAPITAL PRIVATE GROWTH FUND-HC, X.X. | |
XXXXX CAPITAL PRIVATE GROWTH FUND-HC2, X.X. | |
XXXXX CAPITAL PRIVATE GROWTH FUND-HC3, X.X. | |
XXXXX CAPITAL PRIVATE GROWTH FUND-HC4, L.P. | |
By: Sands Capital Private Growth Fund-GP, L.P., its general partner | |
By: Sands Capital Private Growth Fund-GP, LLC, its general partner | |
By: | /s/ Xxxxxxxx Xxxxxxx |
Name: | Xxxxxxxx Xxxxxxx |
Title: | General Counsel |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: |
/s/ Xxxxxx X. Xxxxxx |
Xxxxxx X. Xxxxxx |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
Xxxxxxxx Xxxxxx Xxxxxx, Trustee of the Xxxxxx 2013 Descendants Trust | |
By: | /s/ Xxxxxxxx Xxxxxx |
Name: | Xxxxxxxx Xxxxxx |
Title: | Trustee |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
XXXXXX XXXXX XXXXXX AND XXXXXXXX XXXXXX XXXXXX MULTI-GENERATIONAL TRUST II | |
By: | /s/ Xxxxxx X. Xxxxxx |
Name: | Xxxxxx X. Xxxxxx |
Title: | Trustee |
[Signature Page to Amendment No. 1 to the Financing Documents]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
STOCKHOLDERS: | |
CATALYST INVESTMENTS, LLC | |
By: | /s/ Xxxxxxxx Xxxxxx Xxxxxx |
Name: Xxxxxxxx Xxxxxx Xxxxxx, acting under Authority of the General Partner of Xxxxxx Family Pavilions, L.P. | |
[Signature Page to Amendment No. 1 to the Financing Documents]
