SUBSCRIPTION AGREEMENT November 19, 2020Subscription Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Longview Acquisition Corp., a Delaware corporation (the “Company”), and Butterfly Network, Inc., a Delaware corporation (“Target”), pursuant to that certain Business Combination Agreement, dated as of November 19, 2020 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 20, 2020, by and among Longview Acquisition Corp., a Delaware corporation (“Longview”), Dr. Jonathan M. Rothberg (“Dr. Rothberg”) and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of Longview, 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).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made by and between Longview Investors 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. (“Longview”) and Butterfly Network, 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 BETWEEN LONGVIEW ACQUISITION CORP., GLENVIEW CAPITAL MANAGEMENT, LLC AND THE PURCHASERSForward Purchase Agreement • November 23rd, 2020 • Longview Acquisition Corp. • Blank checks
This Amendment Number 1 to the Forward Purchase Agreement, dated as of November 19, 2020 (the “Amendment”), amends the Forward Purchase Agreement between Longview Acquisition Corp., 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 May 20, 2020 (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.
