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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/21 Butterfly Network, Inc. 10-K 12/31/20 57:5M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 838K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 109K
3: EX-10.18 Material Contract HTML 22K
4: EX-10.19(1) Material Contract HTML 107K
5: EX-10.20(1) Material Contract HTML 99K
6: EX-10.25 Material Contract HTML 32K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 19K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 19K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 17K
16: R1 Document and Entity Information HTML 65K
17: R2 Consolidated Balance Sheet HTML 76K
18: R3 Consolidated Balance Sheet (Parenthetical) HTML 49K
19: R4 Consolidated Statements of Operations HTML 53K
20: R5 Consolidated Statements of Operations HTML 23K
(Parenthetical)
21: R6 Consolidated Statement of Changes in Stockholders' HTML 50K
Equity
22: R7 Consolidated Statement of Changes in Stockholders' HTML 23K
Equity (Parenthetical)
23: R8 Consolidated Statement of Cash Flows HTML 81K
24: R9 Description of Organization and Business HTML 43K
Operations
25: R10 Summary of Significant Accounting Policies HTML 70K
26: R11 Initial Public Offering HTML 19K
27: R12 Private Placement HTML 20K
28: R13 Related Party Transactions HTML 26K
29: R14 Commitments and Contingencies HTML 23K
30: R15 Stockholders' Equity HTML 42K
31: R16 Income Tax HTML 66K
32: R17 Fair Value Measurements HTML 55K
33: R18 Subsequent Events HTML 21K
34: R19 Summary of Significant Accounting Policies HTML 95K
(Policies)
35: R20 Summary of Significant Accounting Policies HTML 56K
(Tables)
36: R21 Income Tax (Tables) HTML 67K
37: R22 Fair Value Measurements (Tables) HTML 52K
38: R23 Description of Organization and Business HTML 103K
Operations (Details)
39: R24 Summary of Significant Accounting Policies HTML 36K
(Details)
40: R25 Summary of Significant Accounting Policies - HTML 52K
Redeemable Class A Common Stock - (Details)
41: R26 Initial Public Offering (Details) HTML 37K
42: R27 Private Placement (Details) HTML 30K
43: R28 RELATED PARTY TRANSACTIONS, Founder Shares HTML 60K
(Details)
44: R29 RELATED PARTY TRANSACTIONS, Promissory Note, HTML 42K
Administrative Support Agreement and Related Party
Loans (Details)
45: R30 Commitments and Contingencies (Details) HTML 24K
46: R31 STOCKHOLDERS' EQUITY, Preferred Stock and Common HTML 48K
Stock (Details)
47: R32 STOCKHOLDERS' EQUITY, Warrants (Details) HTML 55K
48: R33 INCOME TAX - Net deferred tax assets (Details) HTML 27K
49: R34 INCOME TAX - Income tax provision (Details) HTML 35K
50: R35 INCOME TAX - Effective tax rate Reconciliation HTML 26K
(Details)
51: R36 INCOME TAX - Additional Information (Details) HTML 18K
52: R37 Fair Value Measurements (Details) HTML 42K
53: R38 Fair Value Measurements - Assets measured at fair HTML 24K
value on a recurring basis (Details)
54: R39 Subsequent Events (Details) HTML 30K
56: XML IDEA XML File -- Filing Summary XML 90K
55: EXCEL IDEA Workbook of Financial Reports XLSX 62K
10: EX-101.INS XBRL Instance -- bfly-20201231 XML 709K
12: EX-101.CAL XBRL Calculations -- bfly-20201231_cal XML 87K
13: EX-101.DEF XBRL Definitions -- bfly-20201231_def XML 470K
14: EX-101.LAB XBRL Labels -- bfly-20201231_lab XML 859K
15: EX-101.PRE XBRL Presentations -- bfly-20201231_pre XML 675K
11: EX-101.SCH XBRL Schema -- bfly-20201231 XSD 134K
57: ZIP XBRL Zipped Folder -- 0001104659-21-043278-xbrl Zip 98K
Exhibit 10.25
ADVISORY AGREEMENT
This ADVISORY AGREEMENT (the “Agreement”) is entered into as of February 12, 2021, by and between Butterfly Network, Inc., a Delaware corporation (the “Company”), and Jonathan Rothberg, PhD. (“Dr. Rothberg”).
WHEREAS, on and after February 12, 2021 (the “Effective Date”), Dr. Rothberg will serve on the Board of Directors of the Company (the “Board”), and will serve as the non-executive Chairman of the Board, in each case, subject to his election by the Company’s shareholders, and Dr. Rothberg has also agreed to act as an adviser to the Company following the Effective Date; and
WHEREAS, the Company and Dr. Rothberg desire to entire into this Agreement setting forth the terms of Dr. Rothberg’s consulting relationship with the Company and certain other matters relating to his advisor role.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Consulting Services. Dr. Rothberg agrees to advise the Company’s Chief Executive Officer and the Board on strategic matters, and to provide consulting, business development and similar services to the Company’s Chief Executive Officer and the Board relating to the Company’s current, future and potential scientific and strategic initiatives and such other consulting services to be reasonably requested and authorized by the Company’s Chief Executive Officer or the Board from time to time (in the aggregate, the “Services”). Dr. Rothberg will be reasonably available to consult by phone, email or in person at the Company, or another mutually agreeable site with Company personnel, and any dates for visits to the Company’s offices will be arranged by mutual agreement. The term of this Agreement will commence on the Effective Date and continue until terminated as provided herein (the “Consulting Period”). Dr. Rothberg agrees to devote that amount of time as is reasonably required by the Company for him to perform the Services, taking into account his other business obligations as in effect from time to time. Dr. Rothberg represents that he has the qualifications, the experience and the ability to properly perform the Services, and that he will use his best efforts to perform the Services such that the results are satisfactory to the Company.
2. Independent Contractor. Dr. Rothberg’s relationship with the Company will be that of an independent contractor and not that of an employee. Dr. Rothberg will be solely responsible for determining the method, details and means of performing the Services. Dr. Rothberg will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. Dr. Rothberg acknowledges and agrees that he will not be eligible for any benefits available to employees of the Company. Dr. Rothberg will perform those Services that are agreed upon by and between Dr. Rothberg and the Board and/or the Company’s Chief Executive Officer, and Dr. Rothberg will be required to report only to the Board concerning the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Board. Dr. Rothberg will have full responsibility for applicable withholding taxes for all compensation paid to Dr. Rothberg under this Agreement, and will have full responsibility for compliance with all applicable labor and employment legal requirements with respect to Dr. Rothberg’s self-employment. Dr. Rothberg agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes and labor or employment legal requirements.
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3. Compensation and Other Benefits.
(a) Consulting Fee. As compensation for the Services provided hereunder, during the Consulting Period, the Company will pay to Dr. Rothberg a consulting fee (the “Consulting Fee”) of (i) $16,667 per month. The Consulting Fee will be paid to Dr. Rothberg on the first business day of each month during the Consulting Period. The Company will reimburse Dr. Rothberg for his reasonable out-of-pocket expenses incurred in connection with the provision of the Services, pursuant to the terms and conditions of applicable Company policies and requirements.
(b) Office Space, etc. During the Consulting Period, the Company will provide Dr. Rothberg with reasonable office space at the Company’s headquarters and access to secretarial and administrative assistance as needed so that he may perform his duties hereunder.
(c) Equity Awards. Dr. Rothberg’s restricted stock unit grant under the Butterfly Network, Inc. 2012 Equity Incentive Plan (“Incentive Plan”) shall remain outstanding and administered in accordance with the terms and conditions of the Incentive Plan and RSU Grant Agreement.
4. Termination. Either party may terminate this Agreement for any reason upon giving thirty (30) days’ advance notice of such termination. In the event of such termination of this Agreement, the Company’s only obligation will be to pay Dr. Rothberg any earned but unpaid Consulting Fee as of the termination date. Notwithstanding the foregoing, Dr. Rothberg’s entitlements under Sections 3(c) of this Agreement will survive the termination of this Agreement.
5. Restrictive Covenants. Dr. Rothberg acknowledges and agrees that he remains bound by his obligations under his Non-Competition, Confidentiality and Intellectual Property Agreement with the Company dated April 18, 2018, as amended from time to time in accordance with the provisions therein, and that such obligations will survive the termination of this Agreement (the “Continuing Obligations”). Dr. Rothberg hereby reaffirms and agrees to comply with the policies and procedures of the Company and its affiliates for protecting confidential information and will never disclose to any person (except as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its affiliates), or use for his own benefit or gain, any confidential information obtained by Dr. Rothberg incident to his association with the Company or any of its affiliates.
6. Conflicts with this Agreement. Dr. Rothberg represents and warrants that he is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Dr. Rothberg represents and warrants that Dr. Rothberg’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Dr. Rothberg in confidence or in trust prior to commencement of this Agreement. Dr. Rothberg warrants that Dr. Rothberg has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Dr. Rothberg has gained from third parties, and which Dr. Rothberg discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Dr. Rothberg agrees that he will not bundle with or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Dr. Rothberg represents and warrants that he has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with his obligations under this Agreement. Dr. Rothberg will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services required by this Agreement.
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7. Section 409A. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and shall be construed consistent with such intent. Notwithstanding the foregoing, in no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.
8. Miscellaneous.
(a) Entire Agreement. Other than the Continuing Obligations, this Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
(b) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties.
(c) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Connecticut, without giving effect to the principles of conflict of laws.
(d) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such portion will be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement. The invalidity of any such portion will not affect the force, effect, and validity of the remaining portion hereof.
(e) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(f) Successors. This Agreement is personal to Dr. Rothberg and, without the prior written consent of the Company, will not be assignable by Dr. Rothberg otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by Dr. Rothberg’s legal representatives. This Agreement will inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Agreement, “the Company” will mean both the Company as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise.
(g) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Remainder of page intentionally left blank.]
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This Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative and by Dr. Rothberg.
| BUTTERFLY NETWORK, INC. | ||
| By: | /s/ Todd M. Fruchterman, M.D., Ph.D. | |
| Name: Todd M. Fruchterman, M.D., Ph.D. | ||
| Title: President and Chief Executive Officer | ||
| JONATHAN ROTHBERG, PH.D. | ||
| /s/ Jonathan M. Rothberg, Ph.D. | ||
| Signature | ||
| Address: |
[Signature Page to Advisory Agreement]
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/29/21 | 8-K, 8-K/A, S-1 | ||
| 2/12/21 | 3, 4, 4/A, 8-K, 8-K/A | |||
| For Period end: | 12/31/20 | 10-K/A | ||
| 4/18/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/21 Butterfly Network, Inc. 8-K:1,2,3,4 2/12/21 17:2.8M Toppan Merrill/FA 1/26/21 Butterfly Network, Inc. S-4/A 71:30M Toppan Merrill/FA 1/06/21 Butterfly Network, Inc. S-4/A 80:31M Toppan Merrill/FA 11/27/20 Butterfly Network, Inc. S-4 74:32M Toppan Merrill/FA 11/23/20 Butterfly Network, Inc. 8-K:1,3,9 11/19/20 6:1.7M Toppan Merrill/FA 5/27/20 Butterfly Network, Inc. 8-K:1,3,5,8 5/20/20 11:1M Broadridge Fin’l So… Inc |