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.”
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.
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.
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).
