AGREEMENT AND PLAN OF MERGER by and among LIMEADE, INC., WEBMD HEALTH CORP., and LOTUS MERGER SUB, INC. Dated as of June 8, 2023Agreement and Plan of Merger • June 9th, 2023 • Limeade, Inc • Services-prepackaged software • Washington
This AGREEMENT AND PLAN OF MERGER dated as of June 8, 2023 (this “Agreement”) by and among Limeade, Inc., a Washington corporation (the “Company”), WebMD Health Corp., a Delaware corporation (“Parent”), and Lotus Merger Sub, Inc., a Washington corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”). The Company, Parent, and Merger Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 9th, 2023 • Limeade, Inc • Services-prepackaged software • Washington
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made effective as of June 8, 2023, by and among Limeade Inc., a Washington corporation (the “Company”), WebMD Health Corp., a Delaware corporation (“Parent”), and each Person identified on Exhibit A attached hereto (collectively, the “Shareholders” and each a “Shareholder”). The Company, Parent, and the Shareholders are hereinafter at times individually referred to as a “Party” and collectively as the “Parties”.
SEVENTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT June 7, 2023Loan and Security Agreement • June 9th, 2023 • Limeade, Inc • Services-prepackaged software
This Seventh Amendment and Consent to Amended and Restated Loan and Security Agreement (the “Consent”), dated as of the date first written above, is made and entered into by and among, on the one hand, LIMEADE, INC., a Washington corporation (“Limeade”), LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”) and TINYHR INC. dba TINYpulse, a Delaware corporation (“Tiny” and collectively with Limeade and Technologies, the “Borrowers” and each, a “Borrower”, provided that each reference to “Borrower” or “Borrowers” in this Consent shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require) and, on the other hand, COMERICA BANK (“Bank”). Capitalized terms used herein and not otherwise defined are given the meaning ascribed to each in the Credit Agreement (as defined below), as applicable.
