iRhythm Technologies, Inc. Shares of Common Stock Underwriting AgreementiRhythm Technologies, Inc. • September 23rd, 2016 • Surgical & medical instruments & apparatus • New York
iRhythm Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 4, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, and replaces, the terms of (and obligations outstanding under) that certain Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of April 12, 2013, as amended by that certain First Amendment and Default Waiver to Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of January 13, 2014, as amended by that certain Second Amendment to Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of June 3, 2014, and as further amended by that certain Third Amendment to Amended and Restated Loan and Security Ag
ContractiRhythm Technologies, Inc. • September 23rd, 2016 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
IRHYTHM TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 16, 2014Investors’ Rights Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of May 16, 2014, by and among iRhythm Technologies, 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.
October 28, 2009Letter Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois
LOAN AGREEMENT Dated as of December 4, 2015 between IRHYTHM TECHNOLOGIES, INC. (as Borrower), and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP (as Lender)Loan Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of December 4, 2015 (the “Effective Date”) by and between IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (“Lender”), provides the terms on which Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:
FIRST AMENDMENT TO SUBLEASESublease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into effective as of June 1, 2010 (the “Effective Date”) between FREEDOMROADS, LLC, a Minnesota limited liability company (“Landlord”), and iRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
OFFICE LEASE (SUITE 500) 650 TOWNSEND STREET San Francisco, California LANDLORD: BIG DOG HOLDINGS LLC TENANT: IRHYTHM TECHNOLOGIES, INC.Office Lease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of November, 2012 by and between iRhythm Technologies, Inc. (the “Company”), and California HealthCare Foundation (the “Purchaser”).
ContractNote and Warrant Purchase Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND WARRANT PURCHASE AGREEMENT (AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREIN) IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT, DATED AS OF NOVEMBER 1, 2012, BY AND AMONG THE COMPANY, THE INVESTORS AND SILICON VALLEY BANK (“SVB”) (THE “SUBORDINATION AGREEMENT”). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS AGREEMENT AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.
GUARANTY AND SECURITY AGREEMENT Dated as of December 4, 2015 by IRHYTHM TECHNOLOGIES, INC., as Borrower, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP as LenderGuaranty and Security Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • New York
GUARANTY AND SECURITY AGREEMENT, dated as of December 4, 2015, by IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and each other Person that becomes a party hereto pursuant to Section 8.6 (together with Borrower, “Grantors”), in favor of BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP (“Lender”) on behalf of itself and each other Secured Party.
SERVICES AGREEMENTServices Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Services Agreement (the “Agreement”) is entered into December 24, 2013 (the “Effective Date”), by and between XIFIN® Inc. (“XIFIN”), a California corporation, with a place of business at 12225 El Camino Real, Suite 100, San Diego, CA 92130 and iRhythm Technologies, Inc. (“Client”), a Delaware corporation whose principal place of business is located at 650 Townsend Street, Suite 380, San Francisco, CA 94103.
SECOND AMENDMENT TO LEASELease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into effective as of September 24, 2013 (the “Effective Date”), between FREEDOMROADS, LLC, a Minnesota limited liability company (“Landlord”), FRHP LINCOLNSHIRE, LLC, a Minnesota limited liability company (“Master Landlord”) and iRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
SUBLEASESublease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS SUBLEASE (this “Sublease”) is dated as of April 15, 2014, and is made by and between Lone Star R. S. Platou, Inc., a Texas corporation (“Sublessor”) and iRhythm Technologies, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
IRHYTHM TECHNOLOGIES, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and iRhythm Technologies, Inc. (the “Company”, and collectively with the Executive, the “Parties”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities (the “Effective Date”).
SECOND AMENDMENT TO LEASE (iRhythm Technologies, Inc.)iRhythm Technologies, Inc. • September 23rd, 2016 • Surgical & medical instruments & apparatus • California
THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered into as of December 19, 2011 (the “Effective Date”) by and between 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company (“Landlord”) and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
RE: Lease between Warland Investments Company and iRhythm Technologies, Inc. 11085 Knott Avenue, Suite B, Cypress, CAConstruction Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIRD AMENDMENT TO LEASELease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated for reference purposes only as of January 8, 2014, by and between BIG DOG HOLDINGS LLC, a Delaware limited liability company (as successor in interest to 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company) (“Landlord”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
ContractiRhythm Technologies, Inc. • September 23rd, 2016 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FOURTH AMENDMENT TO LEASELease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is dated for reference purposes only as of April 22, 2015, by and between BIG DOG HOLDINGS LLC, a Delaware limited liability company (as successor in interest to 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company) (“Landlord”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
SIXTH AMENDMENT TO LEASELease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS SIXTH AMENDMENT TO LEASE (this “Sixth Amendment”) is dated August 10, 2016 (“Sixth Amendment Effective Date”), by and between BIG DOG HOLDINGS LLC, a Delaware limited liability company (as successor in interest to 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company) (“Landlord”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LEASELease • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus
THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is dated for reference purposes only as of November 20, 2015, by and between BIG DOG HOLDINGS LLC, a Delaware limited liability company (as successor in interest to 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company) (“Landlord”), and IRHYTHM TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
ContractiRhythm Technologies, Inc. • September 23rd, 2016 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
JABIL MANUFACTURING SERVICES AGREEMENT between JABIL CIRCUIT, INC. and iRhythm Technologies, Inc.Manufacturing Services Agreement • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This Manufacturing Services Agreement (“Agreement”) is entered into by and between Jabil Circuit, Inc., a Delaware corporation (“Jabil”), having offices at 10560 Dr. M.L. King Jr. Street North St. Petersburg, Florida 33716, on behalf of labil and its Subsidiaries, and iRhythrn Technologies, Inc., a Delaware corporation (“Company”), having its principal place of business at 650 Townsend Street, Suite 380, San Francisco, California 94103. Jabil and Company are referred to herein as “Party” or “Parties”.
IRHYTHM TECHNOLOGIES, INC. AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • September 23rd, 2016 • iRhythm Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Amendment No. 1 to Warrant to Purchase Stock (this “Amendment”) is entered into as of April 20, 2010 (the “Effective Date”), by and between iRhythm Technologies, Inc., a Delaware corporation (the “Company”), and SVB Financial Group (the “Holder”).
