EX-10.14





 Exhibit 10.14 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 12, 2019 (the “Effective
Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and LIVONGO HEALTH, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower
and Borrower shall repay Bank. The parties agree as follows: 
  

	 	1.	 ACCOUNTING AND OTHER TERMS 



Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP,
(except for (i) non-compliance with FAS 123R in monthly reporting and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to
year-end audit adjustments, provided, however, that if at any time any change in GAAP would affect the computation of any covenant or requirement set forth in any Loan Document, and either Borrower or Bank
shall so request, Borrower and Bank shall negotiate in good faith to amend such covenant or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (i) such covenant or
requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (x) all obligations of any Person that are or would have been treated as
operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases
for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in
accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. Notwithstanding the foregoing, all financial covenant (if any) and other financial calculations
shall be computed with respect to Borrower only, and not on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless
otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 
  

	 	2.	 LOAN AND TERMS OF PAYMENT 



2.1    Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount
of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement. 
  

	 	2.2	 Revolving Line. 



(a)    Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not
exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. 

(b)    Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the
outstanding principal amount of all Advances, the accrued and unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 

2.3    Overadvances. If, at any time, the outstanding principal amount of any Advances exceeds the Revolving
Line, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the
outstanding amount of any Overadvance, on demand, at a per annum rate equal to the rate that is otherwise applicable to Advances plus five percent (5.0%) unless Bank elects to impose a lesser rate in its sole discretion. 

  
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	 	2.4	 Payment of Interest on the Credit Extensions. 



(a)    Interest Rate. Subject to Section 2.4(b), the principal amount outstanding under the Revolving Line
shall accrue interest at a floating per annum rate equal to the greater of (i) one-quarter of one percent (0.25%) below the Prime Rate, and (ii) five and
one-quarter of one percent (5.25%), which interest shall be payable monthly in accordance with Section 2.4(d) below. 

(b)    Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations
shall bear interest at a rate per annum which is five percent (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank elects to impose a lesser rate in its sole discretion. Fees and expenses which
are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or
acceptance of the increased interest rate provided in this Section 2.4(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

 (c)    Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to
the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change. 

(d)    Payment; Interest Computation. Accrued and unpaid interest is payable monthly on the Payment Date of each
month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time on any day shall be
deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid
on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 
  

	 	2.5	 Fees. Borrower shall pay to Bank: 



(a)    First Anniversary Fee. A fully earned, non-refundable anniversary fee
of Seventy-Five Thousand Dollars ($75,000) (the “First Anniversary Fee”) is earned as of the Effective Date and is due and payable on the earlier to occur of (i) the one (1) year anniversary of the Effective Date
(ii) the termination of this Agreement or (iii) the occurrence of an Event of Default and the Obligations are accelerated pursuant to Section 9.1(a); 

(b)    Second Anniversary Fee. A fully earned, non-refundable anniversary
fee of Seventy-Five Thousand Dollars ($75,000) (the “Second Anniversary Fee”, and together with the First Anniversary Fee, collectively, the “Anniversary Fees”) is earned as of the Effective Date and is due
and payable on the earlier to occur of (i) the two (2) year anniversary of the Effective Date (ii) the termination of this Agreement or (iii) the occurrence of an Event of Default and the Obligations are accelerated pursuant to
Section 9.1(a); 
 (c)    Good Faith Deposit. Borrower has paid to Bank a good faith deposit of Twenty-Five
Thousand Dollars ($25,000) (the “Good Faith Deposit”) to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses on the Effective Date shall be deposited in the
Designated Deposit Account. 
 (d)    Termination Fee. Upon termination of this Agreement or the termination of
the Revolving Line for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to Three Hundred Thousand Dollars ($300,000) (the “Termination
Fee”) provided that no termination fee shall be charged if (x) the credit facility hereunder is replaced with a new facility from Bank or (y) Borrower terminates the Agreement upon the occurrence of a No Consent Event; 

  
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 (e)    Bank Expenses. All Bank Expenses (including reasonable and
documented attorneys’ fees and expenses for documentation and negotiation of this Agreement, which fees for the documentation and negotiation of this Agreement (but excluding
out-of-pocket expenses for lien searches, good standing certificates, and financing statement filing fees, etc.) will not exceed Twenty Thousand Dollars ($20,000) as of
the Effective Date; provided that there are no more than two (2) iterations of the Loan Documents) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank). 

(f)    Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower
shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances
hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.5 pursuant to the terms of Section 2.6(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant
to the terms of the clauses of this Section 2.5. 
  

	 	2.6	 Payments; Application of Payments; Debit of Accounts. 



(a)    All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars,
without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a
payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

(b)    Bank has the right to determine, in a manner consistent with the terms of this Agreement, the order and manner in
which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by
Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. 

(c)    Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and
interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 

2.7    Withholding. Payments received by Bank from Borrower under this Agreement will be made free
and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (including any interest, additions to tax or
penalties applicable thereto) other than Excluded Taxes. Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such
payment or other sum payable hereunder to Bank, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder (other than with respect to Excluded Taxes) will be increased to the
extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have received had no withholding or deduction been required, and Borrower shall pay the full amount
withheld or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that Borrower need not
make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and
obligations of Borrower contained in this Section 2.7 shall survive the termination of this Agreement. 
  

	 	3.	 CONDITIONS OF LOANS 



3.1    Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit
Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without
limitation: 

  
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 (a)    duly executed signatures to the Loan Documents; 

(b)    the Operating Documents and (i) a long-form good standing certificate of Borrower certified by the Secretary
of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and (ii) good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) from each other jurisdiction in which
Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; 

(c)    a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency,
specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; 

(d)    duly executed signatures to the completed Borrowing Resolutions for Borrower; 

(e)    certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by
written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

 (f)    the Perfection Certificate of Borrower, together with the duly executed signature thereto; and 

(g)    payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof. 

3.2    Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension
under this Agreement, including the initial Credit Extension, is subject to the following conditions precedent: 

(a)    timely receipt of the Credit Extension request and any materials and documents required by Section 3.4;

 (b)    the representations and warranties in this Agreement shall be true, accurate, and complete in all material
respects on the date of the proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of
Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and
complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 

(c)    Bank determines to its satisfaction that there has not been any material impairment in the general affairs,
management, results of operation, financial condition or the prospect of repayment of the Obligations, nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank. 

 

	 	3.3	 Covenant to Deliver. 



(a)    Except as otherwise provided in Section 3.3(b), Borrower agrees to deliver to Bank each item required to be
delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not


  
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constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

 (b)    Unless otherwise provided in writing, within ninety (90) days after the Effective Date: (i) Borrower
shall use commercially reasonable efforts to cause Bank to receive, in form and substance satisfactory to Bank bailee waivers in favor of Bank with (1) Ingram Micro, Inc. for the location at 3351 Michelson Drive, Suite 100, Irvine, CA 92612 and
(2) PCH International, Inc., for the location at Heritage Business Park, Bessboro Rd., Blackrock, Cork, Ireland, by each such third party, together with the duly executed signatures thereto; (ii) Bank shall have received, in form and
substance satisfactory to Bank and to the extent required pursuant to Section 6.7(b), duly executed signatures to Control Agreements from Comerica Bank in favor of Bank with respect to Borrower’s bank accounts at Comerica Bank; and
(iii) Bank shall have received, in form and substance satisfactory to Bank, evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and effect, together with appropriate
evidence showing lender loss payable, waiver of subrogation and additional insured clauses or endorsements in favor of Bank. 

3.4    Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the
making of an Advance set forth in Sections 3.1 and 3.2 of this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which notice shall be irrevocable) by electronic mail by
12:00 p.m. Pacific time on the Funding Date of the Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such notice
shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances. In
connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals,
accounts receivable aging reports, as Bank may request in its good faith business discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an
Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due. 
  

	 	4.	 CREATION OF SECURITY INTEREST  



4.1    Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full
of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. 

Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of
the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first
priority perfected security interest in the Collateral granted herein (Collateral may also be subject to Permitted Liens). 
 If this
Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity
obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event
(x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash
collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if
such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar
Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of
Credit. 

  
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 4.2    Priority of Security Interest. Borrower represents,
warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (Collateral may also be subject to Permitted Liens ). If Borrower shall acquire
a commercial tort claim having a value in excess of Five Hundred Thousand Dollars ($500,000), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. 

4.3    Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing
statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral in violation of this Agreement, by either Borrower
or any other Person, shall be deemed to violate the rights of Bank under the Code. 
  

	 	5.	 REPRESENTATIONS AND WARRANTIES 



Borrower represents and warrants as follows: 

5.1    Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing
as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified
except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled
“Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that except in each case, as may have been updated by a notification to Bank in accordance with Section 7.2,
(a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection
Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place
of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate dated as of the Effective Date,
Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on
the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection
Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement and that the Perfection Certificate shall be deemed updated to reflect the incorporation of any such information disclosed by Borrower
to Bank pursuant to Section 7). 
 The execution, delivery and performance by Borrower of the Loan Documents to which it is a party
have been duly authorized by Borrower, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law,
(iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or
affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect
and filings necessary to perfect Liens granted under the Loan Documents), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which
Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business. 

5.2    Collateral. Borrower has good title to, rights in, and the power to transfer each item of the
Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates
except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith or disclosed to Bank pursuant to Section 6.7(b).and which Borrower has taken such actions as are


  
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necessary to give Bank a perfected security interest therein, pursuant to and to the extent required by the terms of Section 6.7(b). The Accounts are bona fide, existing obligations of the
Account Debtors. 
 The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in
the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2.

 All Borrower’s Inventory is in all material respects of good and marketable quality, free from material defects. 

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for
(a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software
that is commercially available to the public and other non-material Intellectual Property licensed to Borrower, (c) material Intellectual Property licensed to Borrower and noted on the Perfection
Certificate or as otherwise disclosed to Bank and (d) licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive
as to territory only as to discreet geographical areas outside of the United States. To Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part
of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To Borrower’s knowledge, no claim has been made in writing that
any part of the Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. 

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License. 

5.3    Litigation. Except as disclosed in writing pursuant to Section 6.2 (such disclosure shall be
deemed to update the applicable provision of the Perfection Certificate), there are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries that could
reasonably be expected to result in damages payable by Borrower or any of its Subsidiaries of more than, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000). 

5.4    Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any
of its Subsidiaries delivered to Bank by submission to the Financial Statement Repository or otherwise submitted to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated
results of operations as of the dates and for the periods presented (except with respect to unaudited financial statements, subject to normal year-end adjustments and for the absence of footnotes). There has
not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to the Financial Statement Repository or otherwise submitted to Bank. 

5.5    Solvency. The fair salable value of Borrower’s consolidated assets (including goodwill minus
disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

 5.6    Regulatory Compliance. Borrower is not an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the
Federal Reserve Board of Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material
adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing,
storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and


  
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given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted. 

5.7    Subsidiaries; Investments. Borrower does not own any stock, partnership, or other ownership interest
or other equity securities except for Permitted Investments. 
 5.8    Tax Returns and Payments; Pension
Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such
taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made
therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). 

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any
material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a
“Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Two Hundred Fifty Thousand
Dollars ($250,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted
partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty
Corporation or its successors or any other governmental agency. 
 5.9    Use of Proceeds. Borrower shall
use the proceeds of the Credit Extensions solely as working capital, general corporate purposes and to fund its general business requirements and not for personal, family, household or agricultural purposes. 

5.10    Full Disclosure. No written representation, warranty or other statement of Borrower in any report,
certificate, or written statement submitted to the Financial Statement Repository or otherwise submitted to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written reports, written
certificates and written statements submitted to the Financial Statement Repository or otherwise submitted to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the
reports, certificates, or written statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results
during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 

5.11    Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation
or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any
Responsible Officer. 
  

	 	6.	 AFFIRMATIVE COVENANTS 



Borrower shall do all of the following: 
  

	 	6.1	 Government Compliance. 



(a)    Except as permitted by Sections 7.2 and 7.3, maintain its and all its Subsidiaries’ legal existence and good
standing in their respective jurisdictions of formation and, to the extent applicable, maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material


  
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adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it
is subject. 
 (b)    Obtain all of the Governmental Approvals necessary for the performance by Borrower of its
obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in the Collateral. Upon Bank’s request, Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank. 

6.2    Financial Statements, Reports. Provide Bank with the following by submitting to the Financial
Statement Repository or otherwise submitting to Bank: 
 (a)    as soon as available, but no later than thirty
(30) days after the last day of each month (but upon the occurrence of an IPO and at all times thereafter, not later than forty-five (45) days after the last day of each fiscal quarter of the first three (3) quarters of
Borrower’s fiscal year and not later than ninety (90) days after the last day of Borrower’s fiscal year), a company-prepared consolidated balance sheet and income statement (including, without limitation, a profit and loss statement)
covering Borrower’s consolidated operations for such month if no IPO has occurred and for such quarter upon the occurrence of an IPO and at all times thereafter, certified by a Responsible Officer and in a form acceptable to Bank in its
reasonable discretion (the “Period-Ending Financial Statements”); 
 (b)    within thirty
(30) days after the last day of each month, a completed Compliance Statement, confirming that, as of the end of such period, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations
showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such period there were no held checks; 

(c)    within thirty (30) days after the end of each fiscal year of Borrower, and promptly following any updates or
amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the current fiscal year of Borrower, and (B) annual financial projections for the current fiscal year (on
a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; 

(d)    Commencing with Borrower’s fiscal year ending on December 31, 2019, as soon as available, and in any
event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except for any period within
the twelve-month period prior to the Maturity Date to the extent such qualification is the result of the Advances (or any portion thereof) being treated as short-term Indebtedness) on the financial statements from an independent certified public
accounting firm reasonably acceptable to Bank; 
 (e)    prompt written notice of any changes to the beneficial
ownership information set out in Section 2 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and
up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal
entity customers. 
 (f)    in the event that Borrower becomes subject to the reporting requirements under the Exchange
Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the
SEC or with any national securities exchange, or distributed to its shareholders (in their capacities as such), as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the
internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; 

  
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 (g)    within five (5) days of delivery, copies of all statements,
reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 

(h)    prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries
that reasonably could be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000) or more; and 

(i)    promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan
Documents as reasonably requested by Bank. 
 Any submission by Borrower of a Compliance Statement submitted to the Financial Statement
Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, the information and calculations set forth therein are true,
accurate and correct in all material respects, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, as applicable,
(iii) as of the date of such submission, no Events of Default have occurred and are continuing except as noted in such Compliance Statement, (iv) all representations and warranties other than any representations or warranties that are made
as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement or other financial statement, as applicable, (v) as of the date of such
submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as
otherwise permitted pursuant to the terms of Sections 5.8 and 6.4, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits
of which Borrower has not previously provided written notification to Bank 
 6.3    Inventory; Returns.
Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must
promptly notify Bank of all returns, recoveries, disputes and claims in connection with Inventory that involve more than Five Hundred Thousand Dollars ($500,000). 

6.4    Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax
returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment
of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and
deferred compensation plans in accordance with their terms. 
 6.5    Access to Collateral; Books and Records.
At reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit
and copy Borrower’s Books. Such inspections and audits shall be conducted as frequently as Bank determines in its sole discretion that conditions warrant. The foregoing inspections and audits shall be conducted at Borrower’s expense and
the charge therefor shall be One Thousand Dollars ($1,000) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than eight (8) days
written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000), if Bank requests such fee, plus any
out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. 

 

	 	6.6	 Insurance. 



(a)    Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s
industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts standard for companies in Borrower’s
industry and location. All property policies shall have a lender’s loss payable 

  
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endorsement showing Bank as the sole lender loss payee. All liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee
and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral. 

(b)    Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of
the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy, but not exceeding Two Hundred Fifty Thousand
Dollars ($250,000) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or
like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest to the extent the destroyed or damaged property consisted of Collateral, and (b) after
the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. 

(c)    At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium
payments. Each provider of any such insurance required under this Section 6.6 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days
prior written notice before any such policy or policies shall be materially diminished or canceled. If Borrower fails to obtain insurance as required under this Section 6.6 or to pay any amount or furnish any required proof of payment to third
persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.6, and take any action under the policies Bank deems prudent. 

 

	 	6.7	 Accounts. 



(a)    Maintain its and all of its Domestic Subsidiaries’ primary operating and other deposit accounts, and primary
securities/investment accounts, and its primary banking relationship, including its letters of credit and credit card business, with Bank and Bank’s Affiliates; provided that the aggregate balance of Borrower’s and all of its
Subsidiaries’ (including Domestic Subsidiaries and Foreign Subsidiaries) bank accounts with Bank and Bank’s Affiliates shall represent at least seventy percent (70%) of the aggregate balance of all such accounts that Borrower maintains at
all financial institutions; provided, however, that notwithstanding the foregoing, at no time shall the aggregate balance of Borrower’s and all of its Subsidiaries’ (including Domestic Subsidiaries and Foreign Subsidiaries) bank accounts
held at financial institutions other than Bank and Bank’s Affiliates exceed (i) Three Million Dollars ($3,000,000) with respect to the MyStrength Subsidiary, (ii) Two Million Dollars ($2,000,000) with respect to the Retrofit
Subsidiary, and (iii) One Hundred Fifty Thousand Dollars ($150,000) with respect to the Indian Subsidiary. 

(b)    In addition to and without limiting the restrictions in (a), Borrower shall provide Bank five (5) days prior
written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable
bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in
such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively
used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (ii) deposit accounts in the name of the MyStrength Subsidiary (as more
fully described in the Perfection Certificate dated as of the Effective Date), provided that the aggregate balance therein does not exceed Three Million Dollars ($3,000,000) at any time, (iii) deposit accounts in the name of the Retrofit
Subsidiary (as more fully described in the Perfection Certificate dated as of the Effective Date), provided that the aggregate balance therein does not exceed Two Million Dollars ($2,000,000) at any time, and (iv) deposit accounts in the name
of the Indian Subsidiary (as more fully described in the Perfection Certificate dated as of the Effective Date), provided that the aggregate balance therein does not exceed One Hundred Fifty Thousand Dollars ($150,000) at any time. 

  
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	 	6.8	 Financial Covenants. 



(a)    Adjusted Quick Ratio. Maintain at all times, an Adjusted Quick Ratio equal to or greater than 1.30:1.00. 

 

	 	6.9	 Protection of Intellectual Property Rights. 



(a)    (i) Protect, defend and maintain the validity and enforceability of its material Intellectual Property;
(ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property
material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 

(b)    Provide written notice to Bank, concurrently with the required delivery of a Compliance Certificate pursuant to
Section 6.2, of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower
shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it
that might otherwise be restricted or prohibited by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of
such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents. 

6.10    Litigation Cooperation. From the date hereof and continuing through the termination of this
Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit
or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower. 
  

	 	6.11	 Online Banking. 



(a)    Utilize Bank’s online banking platform for all matters reasonably requested by Bank which shall include,
without limitation (and without request by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval for exceptions, requesting Credit Extensions, and uploading financial statements and
other reports required to be delivered by this Agreement (including, without limitation, those described in Section 6.2 of this Agreement). 

(b)    Comply in all material respects with the terms of Bank’s Online Banking Agreement as in effect from time to
time and ensure that all persons utilizing Bank’s online banking platform are duly authorized to do so by an Administrator. Bank shall be entitled to assume the authenticity, accuracy and completeness on any information, instruction or request
for a Credit Extension submitted via Bank’s online banking platform and to further assume that any submissions or requests made via Bank’s online banking platform have been duly authorized by an Administrator. 

6.12    Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative
covenants contained in Sections 7.3 and 7.7 hereof, within thirty (30) days (or such longer period as may be agreed to in writing by Bank) after Borrower forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after
the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being
sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the
direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is


  
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appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this
Section 6.12 shall be a Loan Document. 
 6.13    Further Assurances. Execute any further instruments
and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within five (5) days after Bank’s reasonable request, copies of all
correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of
the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. 
  

	 	7.	 NEGATIVE COVENANTS 



Borrower shall not do any of the following without Bank’s prior written consent: 

7.1    Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without
limitation, pursuant to a Division) (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of
business; (b) of worn-out, surplus or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of
Borrower; (c) consisting of Permitted Liens and Permitted Investments, (d) consisting of non-exclusive licenses for the use of the property of Borrower or is Subsidiaries in the ordinary course of
business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to the territory only as to discreet geographical areas outside
of the United States; (e) consisting of the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement, and (f) all other Transfers not to exceed One Hundred Thousand Dollars ($100,000)
in the aggregate in any fiscal year. 
 7.2    Changes in Business, Management, Control, or Business
Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or
dissolve; or (c) permit or suffer any Change in Control. 
 Borrower shall not, without at least twenty (20) days prior written
notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($500,000) in Borrower’s assets or property) or deliver any
portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate,
(2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower
intends to add any new offices or business locations, including warehouses, containing in excess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to obtain from
the landlord of any such new offices or business locations, including warehouses, a landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate,
in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then
Borrower will use commercially reasonable efforts to obtain from such bailee an executed bailee agreement in form and substance satisfactory to Bank. 

7.3    Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or
consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant
to a Division) (an “Acquisition”), except for a Permitted Acquisition, provided that if Borrower is contemplating entering into an Acquisition which is not a Permitted Acquisition, and Bank in its commercially reasonable discretion,
does not (or will not) consent to such Acquisition by Borrower (a “No Consent Event”), then Borrower may terminate this Agreement in accordance with the provisions of Section 12.1 hereof immediately prior to, or simultaneously
with, the occurrence of such No Consent Event. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 

  
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 7.4    Indebtedness. Create, incur, assume, or be liable
for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness. 

7.5    Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any
right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Permitted
Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning,
mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, except (i) as is otherwise permitted in Section 7.1 hereof and the
definition of “Permitted Liens” herein; and (ii) customary non-assignment or negative pledge arrangements in contracts, provided that (1) such restrictions do not prohibit the granting of a
security interest in Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank and (2) the counter-parties to such contracts are not permitted to receive a security interest in Borrower’s or any Subsidiary’s
Intellectual Property or any Collateral (unless such security interest is a Permitted Lien). 

7.6    Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of
Section 6.7(b) hereof. 
 7.7    Distributions; Investments. (a) Pay any dividends or make any
distribution or payment or redeem, retire or purchase any capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in
exchange thereof, (ii) Borrower may pay dividends solely in common stock and (iii) Borrower may repurchase the stock of former employees, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does
not exist at the time of such repurchase and would not exist after giving effect to such repurchase provided that the aggregate amount of all such repurchases does not exceed Five Hundred Thousand Dollars ($500,000) per fiscal year, or
(b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. 

7.8    Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material
transaction with any Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s
length transaction with a non-affiliated Person, (ii) reasonable and customary compensation arrangement approved by the Board, (iii) bona fide equity and bridge financings with Borrower’s
investors so long as such transactions are not otherwise prohibited by this Agreement and such bridge financing constitutes Subordinated Debt, and (iv) transactions that are otherwise explicitly permitted under Section 7. 

7.9    Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the
terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for
earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank except under the terms of the subordination, intercreditor, or other similar agreement to which such
Subordinated Debt is subject. 
 7.10    Compliance. Become an “investment company” or a company
controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail
to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so;
withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which
could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

  
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	 	8.	 EVENTS OF DEFAULT 



Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 

8.1    Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit
Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity
Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); 

 

	 	8.2	 Covenant Default. 



(a)    Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9 or 6.11, or
violates any covenant in Section 7; or 
 (b)    Borrower fails or neglects to perform, keep, or observe any other
term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that
can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by
Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such
default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply to
financial covenants or any other covenants set forth in clause 8.1(a) above; 
 8.3    Material Adverse
Change. A Material Adverse Change occurs; 
 8.4    Attachment; Levy; Restraint on Business. 

(a)    (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any
entity under the control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not,
within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or 

(b)    (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of
a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business; 

8.5    Insolvency. (a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade
debts) as they become due or otherwise becomes insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and is not dismissed or
stayed within thirty (30) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 

8.6    Other Agreements. There is, under any agreement to which Borrower is a party with a third party or
parties, any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000);

 8.7    Judgments; Penalties. One or more fines, penalties or final judgments, orders or decrees for the
payment of money in an amount, individually or in the aggregate, of at least Five Hundred Thousand Dollars 

  
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($500,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority,
and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the
expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree); 

8.8    Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or
other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material
respect when made; 
 8.9    Subordinated Debt. Any subordination or intercreditor agreement evidencing
any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person (other than Bank) shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny
that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement or any applicable subordination or intercreditor agreement except, in
each case, to the extent permitted pursuant to the terms of this Agreement or such subordination or intercreditor agreement; 

8.10    Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full
force and effect; (b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.6, 8.7, or 8.8 of this Agreement occurs with respect to
any Guarantor, (d) the death, liquidation, winding up, or termination of existence of any Guarantor; or (e)(i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value
of such collateral or (ii) a material adverse change in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or 

8.11    Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended,
modified in an adverse manner or not renewed that would reasonably be expected to cause, a Material Adverse Change. 
  

	 	9.	 BANK’S RIGHTS AND REMEDIES 



9.1    Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may,
without notice or demand, do any or all of the following: 
 (a)    declare all Obligations immediately due and payable
(but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 

(b)    stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other
agreement between Borrower and Bank; 
 (c)    demand that Borrower (i) deposit cash with Bank in an amount equal
to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar Equivalent of
the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business
judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and
(ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 

(d)    terminate any FX Contracts; 

  
 16 













 (e)    verify the amount of, demand payment of and performance under,
and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s
security interest in such funds. Borrower shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements for deposit; 

(f)    make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its
security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the
Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to
exercise any of Bank’s rights or remedies; 
 (g)    apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) amount held by Bank owing to or for the credit or the account of Borrower; 

(h)    ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the
Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade
secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its
rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 

(i)    place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any
entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

(j)    demand and receive possession of Borrower’s Books; and 

(k)    exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all
remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

9.2    Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment
instruments, or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for
monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any
bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or
other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby
appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security
interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing
appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and the Loan
Documents have been terminated. 
 9.3    Protective Payments. If Borrower fails to obtain the insurance
called for by Section 6.6 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may
obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and 

  
 17 













 
payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank
obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default. 

9.4    Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Bank
shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the
Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a
deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the
reduction of the Obligations until the actual receipt by Bank of cash therefor. 
 9.5    Bank’s
Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the
safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of
loss, damage or destruction of the Collateral. 
 9.6    No Waiver; Remedies Cumulative. Bank’s
failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance
herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement
and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy
under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

9.7    Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and
nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable. 

 

	 	10.	 NOTICES 



All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be
in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt
requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or
(d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic
mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10 

  
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		 	If to Borrower:	  	Livongo Health, Inc.
		 		  	150 W Evelyn Ave #150
		 		  	Mountain View, California 94041
	                	 	If to Bank:	  	Silicon Valley Bank
		 		  	2400 Hanover Street
		 		  	Palo Alto, California 94304

  

	 	11.	 CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE 



Except as otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents without regard to principles of
conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from
bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in
advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the
granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons,
complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be
deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a
reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638
(or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such
court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant
provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records
relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply
to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The
parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery
rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or
of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against
collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. 

  
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 This Section 11 shall survive the termination of this Agreement. 

 

	 	12.	 GENERAL PROVISIONS 



12.1    Termination Prior to Maturity Date; Survival. All covenants, representations and warranties made in
this Agreement shall continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any
other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be
terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this Agreement as surviving this
Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. 

12.2    Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted
assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or
notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents. 

12.3    Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors,
officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and liabilities (collectively,
“Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such
Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses) contemplated by the Loan Documents, except for Claims and/or losses
directly caused by such Indemnified Person’s gross negligence or willful misconduct. 
 This Section 12.3 shall survive until all
statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run. 

12.4    Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

 12.5    Severability of Provisions. Each provision of this Agreement is severable from every other
provision in determining the enforceability of any provision. 
 12.6    Correction of Loan Documents.
Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to
object to such correction. In the event of such objection, such correction shall not be made, except by an amendment signed by both Bank and Borrower. 

12.7    Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan
Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission
is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have
any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or
evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations,
warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. 

  
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 12.8    Counterparts. This Agreement may be executed in
any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 

12.9    Confidentiality. In handling any confidential information, Bank shall exercise the same degree of
care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank
Entities”) provided that such Bank Entities are bound by similar or the same confidentiality provisions set forth in this Section 12.9; (b) to prospective transferees or purchasers of any interest in the Credit Extensions
(provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s
regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such
service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s
possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank through no fault of Bank; or (ii) disclosed to Bank by a third
party, if Bank does not know that the third party is prohibited from disclosing the information. 
 Bank Entities may use anonymous forms of
confidential information for aggregate datasets, for analyses or reporting, and for any other uses not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

 12.10    Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and
Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. 

12.11    Electronic Execution of Documents. The words “execution,” “signed,”
“signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a
manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act. 
 12.12    Right of Setoff. Borrower hereby grants to Bank a Lien and a right of setoff as security
for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of
Bank (including a subsidiary of Bank) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may setoff the same or any part thereof and apply the same to any
liability or Obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL
WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

12.13    Captions. The headings used in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement. 
 12.14    Construction of Agreement. The parties mutually acknowledge
that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

12.15    Relationship. The relationship of the parties to this Agreement is determined solely by the
provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an
arm’s-length contract. 

  
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 12.16    Third Parties. Nothing in this Agreement, whether
express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or
discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 

 

	 	13.	 DEFINITIONS 



13.1    Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word
“may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are
negative. As used in this Agreement, the following capitalized terms have the following meanings: 
 “Account” is, as to
any Person, any “account” of such Person as “account” is defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to such
Person. 
 “Account Debtor” is any “account debtor” as defined in the Code with such additions to such
term as may hereafter be made. 
 “Acquisition” is defined in Section 7.3. 

“Adjusted Quick Ratio” is the ratio of (a) Quick Assets to (b)(i) Current Liabilities, plus (without duplication),
(ii) the aggregate outstanding principal balance of Advances owed to Bank, minus (iii) the current portion of Deferred Revenue. 

“Administrator” is an individual that is named: 

(a)     as an “Administrator” in the “SVB Online Services” form completed by Borrower
with the authority to determine who will be authorized to use SVB Online Services (as defined in Bank’s Online Banking Agreement as in effect from time to time) on behalf of Borrower; and 

(b)     as an Authorized Signer of Borrower in an approval by the Board. 

“Advance” or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving Line.

 “Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person,
any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s
managers and members. 
 “Agreement” is defined in the preamble hereof. 

“Anniversary Fees” is defined in Section 2.5(b). 

“Authorized Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan
Documents, including making (and executing if applicable) any Credit Extension request, on behalf of Borrower. 
 “Availability
Amount” is (a) the Revolving Line minus (b) the outstanding principal balance of any Advances. 
 “Bank”
is defined in the preamble hereof. 

  
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 “Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all reasonable and documented audit fees and expenses, costs, and expenses (including reasonable
attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise
incurred with respect to Borrower or any Guarantor. 
 “Bank Services” are any products, credit services, and/or financial
accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant
services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related
thereto (each, a “Bank Services Agreement”). 
 “Bank Services Agreement” is defined in the definition of
Bank Services. 
 “Board” is Borrower’s board of directors. 

“Borrower” is defined in the preamble hereof. 

“Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records
regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. 

“Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of directors
(and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a
certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that set forth as a
part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to
which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including making (and executing if applicable) any Credit Extension request, on behalf of such Person, together with a sample of the true
signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. 

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed. 

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or
any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either
Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five
percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in
Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of forty-nine percent (49%) or more of the ordinary voting power for the election of
directors of Borrower (determined on a fully diluted basis) other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital
or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction; (b) during any period of twelve (12) consecutive
months, a majority of the members of the board of directors or other equivalent governing body of 

  
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Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that
board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election
or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body; or (c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100.0%) of each class of outstanding capital stock of each Subsidiary of Borrower (except for
directors’ qualifying shares or other similar shares as required under applicable law) free and clear of all Liens (except for Permitted Liens, including Liens created by this Agreement). 

“Claims” is defined in Section 12.3. 

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of
California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article
or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by
the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A. 

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account. 

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Compliance Statement” is that certain statement in the form attached hereto as
Exhibit B. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability,
contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity
swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does
not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum
reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a
Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such
Deposit Account, Securities Account, or Commodity Account. 
 “Copyrights” are any and all copyright rights, copyright
applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“Credit Extension” is any Advance, any Overadvance, or any other extension of credit by Bank for Borrower’s benefit.


  
 24 













 “Currency” is coined money and such other banknotes or other paper money as
are authorized by law and circulate as a medium of exchange. 
 “Current Liabilities” are all obligations and liabilities
of Borrower to Bank (but excluding the aggregate outstanding principal balance of Advances owed to Bank), plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year. 

“Default Rate” is defined in Section 2.4(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as
revenue. 
 “Deposit Account” is any “deposit account” as defined in the Code with such additions to such
term as may hereafter be made. 
 “Designated Deposit Account” is the account number ending in ********* (last three
digits) maintained by Borrower with Bank (provided, however, if no such account number is included, then the Designated Deposit Account shall be any deposit account of Borrower maintained with Bank as chosen by Bank). 

“Division” means, in reference to any Person which is an entity, the division of such Person into two (2) or more
separate Persons, with the dividing Person either continuing or terminating its existence as part of such division, including, without limitation, as contemplated under Section 18-217 of the Delaware
Limited Liability Company Act for limited liability companies formed under Delaware law, or any analogous action taken pursuant to any other applicable law with respect to any corporation, limited liability company, partnership or other entity. 

“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not
any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States. 

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the
Foreign Currency for transfer to the country issuing such Foreign Currency. 
 “Domestic Subsidiary” means a Subsidiary
organized under the laws of the United States or any state or territory thereof or the District of Columbia. 
 “Effective
Date” is defined in the preamble hereof. 
 “Equipment” is all “equipment” as defined in the Code
with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations. 

“Event of Default” is defined in Section 8. 

“Exchange Act” is the Securities Exchange Act of 1934, as amended. 

“Excluded Taxes” means any of the following taxes imposed on or with respect to Bank or required to be withheld or deducted
from a payment to Bank, (a) taxes imposed on or measured by net income (however denominated), franchise taxes, and branch profits taxes, in each case imposed as a result of Bank being organized under the laws of, or having its principal office
or its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof), (b) any U.S. federal withholding taxes imposed on amounts payable to or for the account of Bank with respect to any
obligations under this Agreement pursuant to a law in effect on the 

  
 25 













 
date Bank acquired its interest in such obligations or on the date that Bank changes its lending office, except to the extent that amounts with respect to such taxes were payable to Bank
immediately before the date it acquired such interest or changed its lending office, (c) taxes that are attributable to Bank’s failure to comply with Section 2.7and (d) any U.S. federal withholding taxes imposed under FATCA. For
purposes of this definition, “Bank” shall include any successor, assign or participant of or in the Bank’s beneficial interest in any Advances or the right to make Advances hereunder. 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the
Internal Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to, or official
interpretations implementing such, intergovernmental agreements. 
 “Financial Statement Repository” is each of
(a)                         , or such other means of collecting information approved and designated by Bank after providing
notice thereof to Borrower from time to time and (b) Bank’s online banking platform as described in Section 6.11. 

“First Anniversary Fee” is defined in Section 2.5(a). 

“Foreign Currency” means lawful money of a country other than the United States. 

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business
Day. 
 “FX Contract” is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to
purchase from or sell to Bank a specific amount of Foreign Currency on a specified date. 
 “GAAP” is generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. 

“General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or
personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of
insurance and rights to payment of any kind. 
 “Good Faith Deposit” is defined in Section 2.5(c). 

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate,
accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization. 

  
 26 













 “Guarantor” is any Person providing a Guaranty in favor of Bank. 

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated,
modified or otherwise supplemented. 
 “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of
property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent
Obligations with respect to Indebtedness described in clauses (a) through (c) of this definition. 
 “Indemnified
Person” is defined in Section 12.3. 
 “Indian Subsidiary” means Diabeto MedTech India Private Limited, a
company organized under the laws of India, and a Subsidiary of Borrower. 
 “Insolvency Proceeding” is any proceeding by or
against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief. 
 “Intellectual Property” means, with respect to any Person, all of such Person’s
right, title, and interest in and to the following: 
 (a)    its Copyrights, Trademarks and Patents; 

(b)    any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented
inventions, know-how and operating manuals; 
 (c)    any and all source code;

 (d)    any and all design rights which may be available to such Person; 

(e)    any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the
right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 

(f)    all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to
such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily
out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities),
and any loan, advance or capital contribution to any Person. 
 “IPO” means, Borrower’s initial, underwritten public
offering and sale of its common stock pursuant to an effective registration statement under the Securities Exchange Act of 1933, as amended. 

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an
application, guarantee, indemnity, or similar agreement. 
 “Lien” is a claim, mortgage, deed of trust, levy, charge,
pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. 

  
 27 













 “Loan Documents” are, collectively, this Agreement and any schedules,
exhibits, certificates, notices, and any other documents related to this Agreement, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future
agreement by Borrower and/or any Guarantor with or for the benefit of Bank, all as amended, restated, or otherwise modified. 

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the
Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or financial condition of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations; or
(d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next
succeeding financial reporting period. 
 “myStrength Subsidiary” means myStrength, Inc., a Delaware corporation, and
wholly-owned Subsidiary of Borrower. 
 “No Consent Event” is defined in Section 7.3. 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the
Termination Fee, the Anniversary Fees, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents, or otherwise, including, without limitation, all obligations relating to Bank Services and interest
accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents. 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or
equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such
Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments
or modifications thereto. 
 “Overadvance” is defined in Section 2.3. 

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same. 

“Payment Date” is with respect to Advances, the last calendar day of each month. 

“Perfection Certificate” is defined in Section 5.1. 

“Period Ending Financial Statements” is defined in Section 6.2(a). 

“Permitted Acquisition” is the Acquisition of all or substantially all of the capital stock or property of another Person so
long as (i) the cash consideration including cash and the value of any non-cash consideration, for all such transactions does not in the aggregate exceed Fifty Thousand Dollars ($50,000) in any fiscal
year of Borrower, (ii) no Event of Default has occurred and is continuing or would exist after giving effect to such transactions, and (iii) Borrower is a surviving entity following the closing of such transaction. 

“Permitted Indebtedness” is: 

(a)    Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents; 

(b)    Indebtedness existing on the Effective Date which is shown on the Perfection Certificate; 

(c)    Subordinated Debt; 

  
 28 













 (d)    unsecured Indebtedness to trade creditors incurred in the
ordinary course of business; 
 (e)    Indebtedness incurred as a result of endorsing negotiable instruments received in
the ordinary course of business; 
 (f)    Indebtedness secured by Liens permitted under clauses (a) and
(c) of the definition of “Permitted Liens” hereunder; 
 (g)    Indebtedness incurred as a result of
endorsing negotiable instruments received in the ordinary course of business; 
 (h)    Indebtedness in connection with
corporate credit cards and letters of credit not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding at any time; 

(i)    other Indebtedness not otherwise permitted by Section 7.4 not exceeding Two Hundred Fifty Thousand Dollars
($250,000) in the aggregate outstanding at any time; and 
 (j)    extensions, refinancings, modifications, amendments
and restatements of any items of Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its
Subsidiary, as the case may be. 
 “Permitted Investments” are: 

(a)    Investments (including, without limitation, Subsidiaries) existing on the Effective Date which are shown on the
Perfection Certificate; 
 (b)    Investments consisting of Cash Equivalents; 

(c)    Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of Borrower; 
 (d)    Investments consisting of deposit accounts (but only to the
extent that Borrower is permitted to maintain such accounts pursuant to Section 6.7 of this Agreement) in which Bank has a first priority perfected security interest (to the extent required pursuant to Section 6.7 of this Agreement); 

(e)    Investments accepted in connection with Transfers permitted by Section 7.1; 

(f)    Investments consisting of the creation of a Subsidiary for the purpose of consummating a merger transaction
permitted by Section 7.3 of this Agreement, which is otherwise a Permitted Investment; 
 (g)    Investments
consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of
Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by the Board; 

(h)    Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers
or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and 

(i)    Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and
suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary; and 

  
 29 













 (j)    Investments (i) by Borrower in Subsidiaries that are co-Borrowers or Secured Guarantors of the Obligations, (ii) by Borrower in other Subsidiaries that are not co-Borrowers or Secured Guarantors of the Obligations not to
exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year and (iii) by Subsidiaries not a co-Borrower or Secured Guarantor (A) in other Subsidiaries not a co-Borrower or Secured Guarantor or (B) in Borrower or a Secured Guarantor; and 

(k)    other Investments in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any
fiscal year. 
 “Permitted Liens” are: 

(a)    Liens existing on the Effective Date which are shown on the Perfection Certificate or arising under this Agreement
or the other Loan Documents; 
 (b)    Liens for taxes, fees, assessments or other government charges or levies, either
(i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on Borrower’s Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code
of 1986, as amended, and the Treasury Regulations adopted thereunder; 
 (c)    purchase money Liens (i) on
Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Five Hundred Thousand Dollars ($500,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if
the Lien is confined to the property and improvements and the proceeds of the Equipment; 
 (d)    Liens of carriers,
warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Five Hundred Thousand
Dollars ($500,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto; 
 (e)    Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 

(f)    Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of
Default under Sections 8.4 and 8.7; 
 (g)    leases or subleases of real property granted in the ordinary course of
Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other
than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit
granting Bank a security interest therein; 
 (h)    non-exclusive licenses of
Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than
territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States; 

(i)    Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities
accounts held at such institutions, provided that (i) Bank has a first priority perfected security interest in the amounts held in such deposit and/or securities accounts to the extent required pursuant to Section 6.7 of this Agreement,
and (ii) such accounts are permitted to be maintained pursuant to Section 6.7 of this Agreement; and 

  
 30 













 (j)    Liens incurred in the extension, renewal or refinancing of the
Indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase. 

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust,
unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street
Journal or any successor publication thereto as the “prime rate” then in effect; provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Agreement; and provided further
that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum
announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to
debtors); provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Quick Assets” is, on any date, the sum of (a) Borrower’s unrestricted and unencumbered cash and Cash Equivalents
maintained with Bank and its Affiliates and (b) net billed accounts receivable. 
 “Registered Organization” is any
“registered organization” as defined in the Code with such additions to such term as may hereafter be made. 

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is
subject. 
 “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller
of Borrower. 
 “Restricted License” is any material license or similar agreement with respect to which Borrower is the
licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any property subject to such license or similar agreement, or (b) for which a default
under or termination of could interfere with Bank’s right to sell any Collateral. 
 “Retrofit Subsidiary” means
Retrofit, Inc., a Delaware corporation, and wholly-owned Subsidiary of Borrower. 
 “Revolving Line” is an aggregate
principal amount equal to Thirty Million Dollars ($30,000,000). 
 “Revolving Line Maturity Date” is July 22, 2022. 

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

 “Second Anniversary Fee” is defined in Section 2.5(a). 

“Secured Guarantor” is any Guarantor who has (a) executed and delivered to Bank a Guaranty in form and substance
reasonably satisfactory to Bank pursuant to which such Guarantor has granted Bank a first priority perfected lien (subject to Permitted Liens) in the types of assets substantially similar to the Collateral to secure the Obligations;
(b) delivered to Bank such appropriate control agreement or similar agreements providing control of any Collateral in form and substance reasonably satisfactory to Bank if and to the extent required under this Agreement; and (c) provided
to Bank all other documentation in form and substance satisfactory to Bank in its 

  
 31 













 
reasonable discretion which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above and which Bank has reasonably requested.

 “Securities Account” is any “securities account” as defined in the Code with such additions to such
term as may hereafter be made. 
 “Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of
Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

 “Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares
of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise
requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower or Guarantor. 
 “Termination
Fee” is defined in Section 2.5(d). 
 “Total Liabilities” is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness and current portion of Subordinated Debt permitted by Bank to be paid by Borrower (if applicable), but excluding all other Subordinated Debt. 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Transfer” is defined in Section 7.1. 

[Signature page follows.] 

  
 32 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Effective Date. 
  

			
	BORROWER:
	
	LIVONGO HEALTH, INC.
		
	By	 	 /s/ Zane Burke

	Name:	 	Zane Burke
	Title:	 	CEO
	
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	 /s/ Robert Mingrone

	Name:	 	Robert Mingrone
	Title:	 	Director



  
 Signature Page to Loan
and Security Agreement 













 EXHIBIT A - COLLATERAL DESCRIPTION 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired,
wherever located; and 
 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the
above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include (a) with respect to equity interests in Foreign Subsidiaries, more than
sixty-five percent (65.0%) of the presently issued and outstanding and hereafter arising issued and outstanding shares of capital stock (or equivalent) of any Foreign Subsidiary owned by Borrower which shares entitle the holder thereof to vote for
directors or any other matter, (b) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of Borrower if under the terms of such contract, lease, permit, license, or license
agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or
restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that the foregoing exclusions of this clause (b) shall in no way be construed
(x) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407,
9-408, or 9-409 of the Code or other applicable law, or (y) to apply to the extent that any consent or waiver has been obtained that would permit Bank’s
security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license), and (c) any interest of Borrower as a lessee or sublessee under a real property lease or an
Equipment lease if Borrower is prohibited by the terms of such lease or sublease from granting a security interest in such lease or sublease or under which such an assignment or Lien would cause a default to occur under such lease or sublease (but
only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any
action by Borrower or Bank, and (d) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court)
would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and
effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

 Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual
Property without Bank’s prior written consent. 

  
 Exhibit A – Page 1














 EXHIBIT B 

COMPLIANCE STATEMENT 
  

							
	TO:	  	SILICON VALLEY BANK	  		  	Date:                                     
           
	FROM:	  	LIVONGO HEALTH, INC.	  		  	

 Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the
“Agreement”), Borrower is in complete compliance for the period ending                      with all required covenants except as
noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or
footnotes.    Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please
indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting Covenants
	  	 Required
	  	 Complies

	Monthly financial Statements	  	Either (i) monthly within 30 days if no IPO has occurred, or (ii) upon an IPO, quarterly within (A) 45 days for each fiscal quarter of the first 3 quarters of Borrower’s fiscal year and (B) the earlier of (x) 90
days after the last day of Borrower’s fiscal year or (y) 5 days after filing any 10-K with SEC.	  	Yes    No
			
	Compliance Statement	  	Monthly within 30 days	  	Yes    No
			
	 Annual financial statements (CPA Audited)

(commencing with the fiscal year ending on December 31, 2019)
	  	FYE within 180 days	  	Yes    No
			
	10-Q, 10-K and 8-K	  	 Within 5 days after filing with
 SEC
	  	Yes    No
			
	Board approved projections	  	FYE within 30 days and as amended/updated	  	Yes    No

  

													
	 Financial Covenant
	  	 Required
	 	  	 Actual
	 	  	 Complies
	 
	 Maintain at all times:
	  				  				  			
	 Minimum Adjusted Quick Ratio
	  	3	1.30:1.00	 	  	 	            :1.00	 	  	 	Yes    No	 

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this statement. 
 The following are the exceptions with respect to the statements above: (If no exceptions
exist, state “No exceptions to note.”) 

  
 Exhibit B – Page 1














 Schedule 1 to Compliance Statement 

Financial Covenant of Borrower 
 In
the event of a conflict between this Schedule and the Agreement, the terms of the Agreement shall govern. 
  

			
	Dated:	 	                        

  

	I.	 Adjusted Quick Ratio (Section 6.8(a)) 



 

			
	Required:	  	Maintain at all times, an Adjusted Quick Ratio greater than or equal to 1.30:1.00
		
	Actual:	  	                         :1.00

  

					
	A.	  	Aggregate value of Borrower’s unrestricted and unencumbered cash and Cash Equivalents maintained with Bank and its Affiliates	  	$            
			
	B.	  	Aggregate value of net billed accounts receivable of Borrower	  	$            
			
	C.	  	Quick Assets (the sum of lines A and B)	  	$            
			
	D.	  	Aggregate value of Obligations (but excluding the aggregate outstanding principal balance of Advances owed to Bank) that mature within one (1) year	  	$            
			
	E.	  	Aggregate value of obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness and current portion of Subordinated Debt permitted by Bank to be paid
by Borrower (if applicable), but excluding all other Subordinated Debt	  	$            
			
	F.	  	Current Liabilities (the sum of lines D and E)	  	$            
			
	G.	  	Aggregate outstanding principal balance of Advances owed to Bank	  	$            
			
	H	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	$            
			
	I.	  	Line F plus Line G minus Line H	  	$            
			
	J.	  	Quick Ratio (line C divided by line I)	  	            :1.00

 Is line J equal to or greater than 1.30:1:00? 
  

					
	                            
             No, not in compliance	 		 	                     Yes, in compliance


  
 Exhibit B – Page 2














 FIRST AMENDMENT 

TO 
 LOAN AND SECURITY
AGREEMENT 
 THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 2nd day of October, 2019, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and LIVONGO HEALTH, INC., a Delaware corporation
(“Borrower”). 
 RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of July 12, 2019 (as the same may from time to
time be further amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. Bank has extended credit to
Borrower for the purposes permitted in the Loan Agreement. 
 C. Borrower has requested that Bank amend the Loan Agreement to make certain
revisions to the Loan Agreement as more fully set forth herein. 
 D. Although Bank is under no obligation to do so, Bank has agreed to make
certain modifications to the Loan Agreement as more fully set forth herein, but only to the extent and in accordance with the terms and subject to the conditions described below and in reliance upon the representations and warranties set forth
below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms
used but not defined in this Amendment, including its preamble and recitals, shall have the meanings given to them in the Loan Agreement. 

2. Amendment to Loan Agreement. 

2.1 Section 6.7 (Accounts). Section 6.7 of the Loan Agreement is hereby amended by deleting it in its entirety,
and replacing it with the following: 
 (a) Maintain its and all of its Domestic Subsidiaries’ primary operating and other deposit
accounts, and primary securities/investment accounts, and its primary banking relationship, including its letters of credit and credit card business, with Bank and Bank’s Affiliates; provided that the aggregate balance of cash and Cash
Equivalents in Borrower’s and all of its Subsidiaries’ (including Domestic Subsidiaries and Foreign Subsidiaries) operating, 












 
deposit and securities/investment accounts with Bank and Bank’s Affiliates shall be no less than, (i) for the period commencing on October 2, 2019 and ending on July 12, 2020,
One Hundred Million Dollars ($100,000,000), (ii) for the period commencing on July 13, 2020 and ending on July 12, 2021, Sixty Million Dollars ($60,000,000) and (iii) for the period commencing on July 13, 2021 and ending on
July 12, 2022, Forty-Five Million Dollars ($45,000,000). 
 (b) In addition to and without limiting the restrictions in (a), Borrower
shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. Internet electronic mail sent by Borrower to both
(i)                          and (ii) the contact person at Bank referenced on Section 10, is acceptable for the
prior written notice required in the immediately prior sentence of this Section 6.7(b). For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or
with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms
hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and
benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such. 
 3. Limitation of
Amendment. 
 3.1 The amendment set forth in Section 2 above, is effective for the purposes set forth herein and shall be
limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have
or may have in the future under or in connection with any Loan Document. 
 3.2 This Amendment shall be construed in connection with
and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and
effect. 
 3.3 In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the
terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the
occurrence of the same. 
 4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents
and warrants to Bank as follows: 
 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such
date), and (b) no Event of Default has occurred and is continuing; 












 4.2 Borrower has the power and authority to execute and deliver this Amendment and to
perform its obligations under the Loan Agreement, as amended by this Amendment; 
 4.3 The organizational documents of Borrower
delivered to Bank on the Effective Date and on the date hereof remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly authorized; 
 4.5 The execution and delivery by Borrower of this Amendment
and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a
Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on Borrower, except as already has been obtained or made; and 
 4.7 This Amendment has been duly executed and
delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other
similar laws of general application and equitable principles relating to or affecting creditors’ rights. 
 5. Integration. This
Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about
the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. 
 6. Counterparts. This
Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 












 7. Effectiveness. This Amendment shall be deemed effective upon (a) the due
execution and delivery to Bank of this Amendment by each party hereto, and (b) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment, not to exceed One Thousand Six Hundred Fifty
Dollars ($1,650). 
 [Signature page follows.] 












 IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	BANK:
	
	SILICON VALLEY BANK
		
	By:	 	/s/ Robert Mingrone
		 	Name: Robert Mingrone
		 	Title: Director
	
	BORROWER:
	
	LIVONGO HEALTH, INC.
		
	By:	 	/s/ Lee Shapiro
		 	Name: Lee Shapiro
		 	Title: Chief Financial Officer

 [Signature Page to First Amendment to Loan and Security Agreement]