0001193125-12-004036 Sample Contracts

Office Lease PENINSULA OFFICE PARK PENINSULA OFFICE PARK BUILDING 8 SAN MATEO, CALIFORNIA Between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company as Landlord, and EXTEND HEALTH, INC., a Delaware corporation as Tenant
Office Lease • January 6th, 2012 • Extend Health Inc • California

This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”), and EXTEND HEALTH, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit G (Asbestos Notification); Exhibit H (Suite 405 Offering Space); and Exhibit I (Suite 420 Offering Space).

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EXTEND HEALTH, INC. BRIAN BOHLIG EMPLOYMENT AGREEMENT
Extend Health • January 6th, 2012 • Extend Health Inc • California

It is the policy of Extend Health, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

EXTEND HEALTH, INC. CAMERON C. LILJENQUIST EMPLOYMENT AGREEMENT
Liljenquist Employment Agreement • January 6th, 2012 • Extend Health Inc • Utah

This Agreement is entered into as of August 24, 2007 (the “Effective Date”) by and between EXTEND HEALTH, INC. (the “Company”), and CAMERON C. LILJENQUIST (“Executive”).

EXTEND HEALTH, INC. BRYCE A. WILLIAMS EMPLOYMENT AGREEMENT
Williams Employment Agreement • January 6th, 2012 • Extend Health Inc • California

It is the policy of Extend Health, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

EXTEND HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 27, 2009
Investors’ Rights Agreement • January 6th, 2012 • Extend Health Inc • Delaware

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of February 27, 2009, by and among Extend Health, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 6th, 2012 • Extend Health Inc • Utah

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 15, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and EXTEND HEALTH, INC., a Delaware corporation (“Extend Inc.”), EXTEND ADMINISTRATORS, LLC, a Delaware limited liability company (“Admin LLC”) and EXTEND INSURANCES SERVICES LLC, a Utah limited liability company (“Insurance LLC”) (Extend Inc., Admin LLC and Insurance LLC are, collectively, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

COMMERCIAL TRIPLE NET LEASE
Triple Net Lease • January 6th, 2012 • Extend Health Inc • Utah

THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of February 1, 2010, (“Effective Date”) between Fidelity Funding Company, a Nevada corporation (“Landlord”), and Extend Health, Inc., a Delaware corporation (“Tenant”). Landlord and Tenant are collectively referred to herein as the “Parties” and individually, as a “Party.”

LEASE AGREEMENT BETWEEN MECHAM PARKVIEW ASSOCIATES, L.L.C FONG PARKVIEW ASSOCIATES, L.L.C. dba PARKVIEW PLAZA OFFICE BUILDING (Landlord) And EXTEND HEALTH, INC. (tenant)
Lease Agreement • January 6th, 2012 • Extend Health Inc

Commencement Date: May 1, 2009. This is a month to month lease with thirty (30) days written notice for termination at a price per square foot of $19.00.

EXTEND HEALTH, INC. JOSEPH J. MURAD EMPLOYMENT AGREEMENT
Murad Employment Agreement • January 6th, 2012 • Extend Health Inc • California

It is the policy of Extend Health, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

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