INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2022 • Life360, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of _______________, between Life360, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2022 • Life360, Inc. • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into ______________, 2019 and made effective as of ______________, 2019 (the “Effective Date”), by and between Life360, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Christopher Hulls (“Executive”) (the Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”), all with reference to the following:
AGREEMENT AND PLAN OF MERGER by and among LIFE360, INC., TRIUMPH MERGER SUB, INC., TILE, INC., and FORTIS ADVISORS LLC, as the Securityholders’ Agent Dated as of November 22, 2021Merger Agreement • April 26th, 2022 • Life360, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 22, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), TILE, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, as the Securityholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2022 • Life360, Inc. • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of August 31, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIO, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent. Each of the signatories to this Amendment are referred to herein as a “Party” or, collectively, as the “Parties”. Capitalized terms used in this Amendment without definition have the respective meanings given to them in the Merger Agreement (as defined below).
LIFE360, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 26th, 2022 • Life360, Inc. • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of September 18, 2018, by and among Life360, Inc., a Delaware corporation (the “Company”), the stockholders listed on Schedule 3 hereto (the “Founders”), the holders of Preferred Stock of the Company listed on Schedule 1 hereto (the “Existing Preferred Holders”) and the purchasers of Series D Preferred Stock of the Company listed on Schedule 2 hereto (the “New Investors”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” SECOND AMENDMENT TO THE...Warranty Program Agreement • April 26th, 2022 • Life360, Inc.
This SECOND AMENDMENT TO THE WARRANTY PROGRAM AGREEMENT BY AND BETWEEN COVER GENIUS WARRANTY SERVICES, LLC AND TILE, INC. (this “Second Amendment”), effective as of October 8, 2021 (the “Effective Date”), is entered into by and between Cover Genius Warranty Services, LLC, (“Cover Genius”), a Delaware limited liability company with its principal office located at 11 West 42nd Street, 2nd Floor, New York, NY 10036, and Tile, Inc. (“Company”), a Delaware corporation with its principal office located at 1900 S. Norfolk Street, Suite 310, San Mateo California 94403.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2022 • Life360, Inc.
This First Amendment to Employment Agreement (this “Amendment”), delivered April 7, 2022, confirms the following understandings and agreements between Life360, Inc. (the “Company”) and Charles J. Prober (“Executive”). In consideration of the promises set forth herein, Executive and the Company agree as follows:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” WARRANTY PROGRAM AGREEMENT...Warranty Program Agreement • April 26th, 2022 • Life360, Inc. • California
This WARRANTY PROGRAM AGREEMENT (this “Agreement”), effective as of June 26, 2020 (the “Effective Date”), is entered into by and between Cover Genius Warranty Services, LLC (“Cover Genius”), a Delaware limited liability company with its principal office located at 27 E 28th St., New York, NY 10016, and Tile, Inc. (“Company”), a Delaware corporation with its office located at 1900 S. Norfolk Street, Suite 310, San Mateo California 94403. Cover Genius and Company may each be referred to individually as a “Party” and together as the “Parties”. This Agreement is contingent on: (a) the Parties executing a separate Data Protection Agreement; (b) Cover Genius’ Issuer issuing a mutually acceptable Contractual Liability Insurance Policy to Company; and (c) Cover Genius’ Issuer and Company entering into a mutually acceptable OEM Warranty Provider Agreement. Mutual acceptability of the Contractual Liability Insurance Policy and OEM Warranty Provider Agreement will be evidenced by the execution of
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2022 • Life360, Inc. • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 11, 2022 (the “Amendment Effective Date”), is entered into by and among LIFE360, INC., a Delaware corporation (“Parent”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent, and amends the Agreement and Plan of Merger, dated as of July 27, 2021 (the “Merger Agreement”) by and among Parent, Jiobit Merger Sub I, Inc., a Delaware corporation, Jiobit Merger Sub II, LLC, Jio, Inc., a Delaware corporation (the “Company”), and the Securityholders’ Agent (collectively the “Merger Parties”). Capitalized terms used, but not defined, herein have the meanings set forth in the Merger Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” FIRST AMENDMENT TO THE...Warranty Program Agreement • April 26th, 2022 • Life360, Inc.
This First Amendment to the Warranty Program Agreement by and between Cover Genius Warranty Services, LLC and Tile, Inc. dated September 17, 2020 (First Amendment), is made by and between Tile, Inc. (Company) and Cover Genius Warranty Services LLC (Cover Genius). Tile and Cover Genius together are referred to as the “Parties” or individually as a “Party.”
LIFE360, INC. AMENDED AND RESTATED 2011 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 26th, 2022 • Life360, Inc. • California
The person named in Carta as this recipient of this Restricted Stock Unit Award Agreement (the “Award Agreement”) is referred to herein as “you” and “Participant” in this Award Agreement. Unless otherwise defined herein, the terms defined in the Life360, Inc. Amended and Restated 2011 Stock Plan (the “Plan”) will have the same defined meanings in this Award Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2022 • Life360, Inc. • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 20, 2021, is entered into by and among LIFE360, INC., a Delaware corporation (“Parent”), TRIUMPH MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), TILE, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, as the Securityholders’ Agent and amends the Agreement and Plan of Merger, dated as of November 21, 2021 (the “Merger Agreement”) by and among Parent, Merger Sub, the Company and the Securityholders’ Agent. Capitalized terms used, but not defined, herein have the meanings set forth in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among LIFE360, INC., JIOBIT MERGER SUB I, INC., JIOBIT MERGER SUB II, LLC, JIO, INC., and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders’ Agent Dated as of July 27, 2021Merger Agreement • April 26th, 2022 • Life360, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of July 27, 2021, by and among LIFE360, INC., a Delaware corporation (“Parent”), JIOBIT MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), JIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIO, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent (as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2022 • Life360, Inc. • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) by and between and Tile, Inc., a Delaware corporation, or the surviving entity with respect thereto (the “Company”) pursuant to that certain Agreement and Plan of Merger by and between the Company, Life360, Inc. (“Parent”) and certain other parties, dated on or about November 22, 2021 (the “Merger Agreement,” the transaction contemplated thereby, the “Merger,” and the consummation date thereof, the “Effective Date”), and Charles Prober (“Executive”) (the Company and Executive is sometimes collectively referred to herein as the “Parties” and individually as a “Party”) sets forth the terms and conditions that shall govern Executive’s employment with the Company. If the Effective Date does not occur for any reason, then this Agreement shall be null and void ab initio and of no further force or effect.
