UNDERWRITING AGREEMENT TELADOC, INC. 8,250,000 shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • January 24th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
TELADOC HEALTH, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 19, 2020 1.25% Convertible Senior Notes due 2027Indenture • May 19th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
INDENTURE dated as of May 19, 2020 between Teladoc Health, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
UNDERWRITING AGREEMENT TELADOC, INC. 5,263,740 shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 26th, 2018 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
Teladoc, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies LLC (the “Underwriter”) and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) severally, and not jointly, propose to sell to the Underwriter, an aggregate of 5,263,740 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), of which 5,000,000 shares are to be issued and sold by the Company and 263,740 shares are to be sold by the Selling Stockholders in the respective amounts set forth opposite their names in Schedule 2 hereto. In addition, the Selling Stockholders propose to sell, at the option of the Underwriter, up to an additional 750,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (SENIOR)Loan and Security Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2014 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and TELADOC, 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:
INDEMNIFICATION AGREEMENT by and between TELADOC HEALTH, INC. and as IndemniteeIndemnification Agreement • March 1st, 2021 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of ________________ (this “Agreement”), by and between Teladoc Health, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
CREDIT AGREEMENTCredit Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS Credit Agreement (this “Agreement”), dated as of July 11, 2016, is entered into by and among TELADOC, INC., a Delaware corporation (“Teladoc”), TELADOC physicians, P.A., a Texas professional association (“Teladoc PA”), COMPILE, INC., a Delaware corporation (“Compile”), STAT HEALTH, LLC, a Delaware limited liability company (“STAT”), HY HOLDINGS, INC., a Delaware corporation (“HY Holdings”; Teladoc, Teladoc PA, Compile, STAT and HY Holdings are each referred to herein individually as a “Borrower” and are referred to herein collectively as the “Borrowers”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (SENIOR)Loan and Security Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2014 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and TELADOC, 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:
ContractWarrant Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 23rd, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and
the holders of capital stock of the Company immediately prior to such merger, combination, consolidation or reorganization continue to hold, solely in respect of their interests in the Company’s capital stock immediately prior to such merger,...Executive Severance Agreement • February 26th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2014 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and TELADOC, 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:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 18th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 17, 2015, by and between Teladoc, Inc., a Delaware corporation (the “Company”), and Michael King (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and will become effective on the closing of the Company’s initial public offering of common stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”).
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • February 27th, 2019 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Teladoc Health, Inc., a Delaware corporation (the “Employer”), on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), and Mr. Mark Hirschhorn, a resident of the State of New York (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of December 16, 2018 (the “Execution Date”).
AGREEMENTDirector Agreement • June 11th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered as of September 10, 2014 (the “Effective Date”), by and between Teladoc, Inc., a Delaware corporation (the “Company”), and Senator William H. Frist, M.D. (the “Director”).
WATERS RIDGE TECH CENTER OFFICE BUILDING LEASEOffice Building Lease • May 29th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
THIS OFFICE BUILDING LEASE (this “Lease”) is made and entered into as of the “Lease Date” (as hereinafter defined), by and between BLACKHORSE LAKEPOINTE, LP, a Texas limited partnership (“Landlord”), and TELADOC, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among BEST DOCTORS HOLDINGS, INC., TELADOC, INC., BAROLO ACQUISITION CORP., SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Stockholder Representative BBH CAPITAL PARTNERS IV, L.P., and BBH CAPITAL PARTNERS QP IV, L.P....Merger Agreement • June 20th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 19, 2017, is by and among: (i) Teladoc, Inc., a Delaware corporation ("Parent"); (ii) Barolo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"); (iii) Best Doctors Holdings, Inc., a Delaware corporation (the "Company"); (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Equityholders (the "Stockholder Representative"), and, for purposes of Section 2.5(b) and (c) hereof, each of (v) BBH Capital Partners IV, L.P. ("BBH") and (vi) BBH Capital Partners QP IV, L.P. ("BBH QP").
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. LEWIS LEVY, M.D., an individual resident in the Commonwealth of Massachusetts TELADOC HEALTH, INC., a Delaware corporation Name: Ms....Executive Severance Agreement • February 26th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Massachusetts
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 2nd, 2022 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This Executive Employment Agreement (the “Agreement”) is made and entered into as of June 15, 2022 (the “Effective Date”), by and between Teladoc Health, Inc. (the “Company”) and Michael Waters, an individual, residing at [ ] (the “Executive”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 23rd, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This Executive Severance Agreement ("Agreement") is made effective as of July 15, 2015 ("Effective Date"), by and between Teladoc, Inc. (the "Company") and Andrew Turitz ("Executive").
AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN TELADOC, INC., a Delaware corporation AND TELADOC PHYSICIANS, P.A., a Texas professional association February 15, 2015Services Agreement • May 29th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Texas
This Amended and Restated Services Agreement (the “Agreement”) is made and entered into effective as of the 15th day of February, 2015 (the “Effective Date”) by and between Teladoc, Inc., a Delaware corporation (“Manager”) and Teladoc Physicians, P.A., a Texas professional association (“PA”), on behalf of itself and certain other entities as described herein.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2018 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
AMENDMENT (this “Amendment”) dated as of April 30, 2018 to the Credit Agreement dated as of July 14, 2017 (as amended by Amendment No. 1 dated as of November 24, 2017, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Teladoc, Inc. (the “Borrower”), Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”) and Issuing Bank and the Lenders from time to time party thereto.
UNDERWRITING AGREEMENT TELADOC, INC. 4,284,000 shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • December 5th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
AGREEMENT AND PLAN OF MERGER by and among LIVONGO HEALTH, INC., TELADOC HEALTH, INC. and TEMPRANILLO MERGER SUB, INC. August 5, 2020Merger Agreement • August 6th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 5, 2020, is entered into by and among LIVONGO HEALTH, INC., a Delaware corporation (“Lafite”), TELADOC HEALTH, INC., a Delaware corporation (“Tempranillo”), and TEMPRANILLO MERGER SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Tempranillo (“Merger Sub”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONMerger Agreement • September 8th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
On June 29, 2016, Teladoc, Inc. (“Teladoc” or the “Company”) and HY Holdings, Inc. d/b/a HealthiestYou Corporation (“HealthiestYou”) executed an Agreement and Plan of Merger (the “Merger”) whereby Teladoc agreed to acquire all the issued and outstanding shares of HealthiestYou. The acquisition of HealthiestYou closed on July 1, 2016. HealthiestYou is a leading telehealth consumer engagement technology platform for the small to mid-sized employer market. HealthiestYou provides end-users with access to telemedicine services including through a web-based portal and a mobile application. Solutions provided by HealthiestYou include 24/7 access to telephone, e-mail, and video conferencing with doctors as well as the convenience of procedure price comparisons, prescription medicine price comparisons, health plan information and benefits eligibility, and location information for wellness service providers. The aggregate purchase price of the acquisition was $153.3 million, comprised of $45.0 m
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This Employment Agreement (“Agreement”) is made effective as of June 10, 2024 (“Effective Date”), by and between Teladoc Health, Inc. (the “Company”) and Mr. Charles Divita (“Executive”).
TELADOC HEALTH, INC.Interim Ceo Agreement • April 26th, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
We are pleased that you have agreed to serve as the Interim Chief Executive Officer (“Interim CEO”) of Teladoc Health, Inc. (the “Company”) effective April 5, 2024. The purpose of this letter agreement (the “Letter Agreement”) is to document your duties and the compensation that you will receive for your service as Interim CEO. Reference is made to your Executive Severance Agreement with the Company, dated as of June 24, 2019 (the “Severance Agreement”). Terms used but not otherwise defined herein shall have the meaning set forth in the Severance Agreement.
AGREEMENT AND PLAN OF MERGER by and among INTOUCH TECHNOLOGIES, INC., TELADOC HEALTH, INC., JONATA SUB ONE, INC. JONATA SUB TWO, INC. and FORTIS ADVISORS LLC, as Equityholder Representative Dated as of January 11, 2020Merger Agreement • January 13th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2020, is by and among (i) Teladoc Health, Inc., a Delaware corporation (“Parent”); (ii) Jonata Sub One, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”); (iii) Jonata Sub Two, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”); (iv) InTouch Technologies, Inc., a Delaware corporation (the “Company”); and (v) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the Company Equityholders (the “Equityholder Representative”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”), by and between Teladoc, Inc., a Delaware corporation (“Teladoc”), and Mr. Mark Hirschhorn, an individual resident in the State of New York (“Executive”), is made as of December 27, 2016.
Teladoc Health, Inc. Letterhead]Separation and Release of Claims Agreement • February 23rd, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
As we have discussed, your employment with Teladoc Health, Inc. (the “Company”) as Chief Innovation Officer will terminate effective as of December 1, 2023 (“Termination Date”).
TELADOC, INC. FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This First Amendment to the Fifth Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made as of February 9, 2015, by and among Teladoc, Inc. a Delaware corporation (the “Company”) and each of the undersigned Investors.
TELADOC, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED AS OF SEPTEMBER 10, 2014Investors’ Rights Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 10, 2014, by and among TELADOC, INC. a Delaware corporation (the “Company”), each of the Investors (as defined below) identified on Exhibit A and each of the Current Holders (as defined below) identified on Exhibit B.
JOINDER AND THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
Reference is hereby made to a certain loan arrangement by and among (a) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054, and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) TELADOC, INC., a Delaware corporation, with its principal place of business located at 2 Manhattanville Road, Suite 203, Purchase, New York 10577 (“Teladoc”), and (ii) STAT HEALTH, LLC, a Delaware limited liability company with its chief executive office located at 5725 N. Scottsdale Road, Suite C-100, Scottsdale, Arizona 85250 (“STAT”; together with Teladoc, jointly and severally, individually and collectively, “Existing Borrower”), which loan arrangement is evidenced by, among other documents, a certain Subordinated Loan and Security Agreement dated as of May 2, 2014, between Existing Borrower and Bank, as amended by a certain First Loan Modification Agreem
HOME OFFICE OPERATING AGREEMENTHome Office Operating Agreement • March 1st, 2023 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This HOME OFFICE OPERATING AGREEMENT (“Agreement”) is made and entered into effective as of January 1, 2023 (“Effective Date”) by and between:
TELADOC HEALTH, INC.Release and Separation Agreement • April 26th, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
Your last day of employment with Teladoc Health, Inc. (the “Company”) was April 5, 2024 (“Separation Date”). In order to receive the separation benefits provided in Section 5(b)(i) of the Amended and Restated Executive Employment Agreement between you and the Company, dated as of June 16, 2015 (as amended October 29, 2019, the “Employment Agreement”) which are set forth in Exhibit A to this Release Agreement (“Separation Benefits”), less all required withholdings and deductions, as provided under the Employment Agreement, you must sign this Release Agreement (this “Release”).
AGREEMENT AND PLAN OF MERGER among CONSULT A DOCTOR, INC., WOLF SHLAGMAN, JOHN J. KARABEES, MORGENTHAU ACCELERATOR FUND, LP, ARTURO CASTILLO, PROMOCIONES BURSATILES, S.A., NEW WORLD ANGELS VI (CONSULT A DOCTOR), LLC, DOUGLAS L. O’KEEFE, AS STOCKHOLDER...Merger Agreement • June 11th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Agreement and Plan of Merger (this “Agreement”), dated as of August 29, 2013, is entered into by and among Teladoc, Inc., a Delaware corporation (“Parent”), Douglas L. O’Keefe, in his capacity as representative for the Stockholders (the “Stockholder Representative”), Consult A Doctor, Inc., a Delaware corporation (“Target”), Wolf Shlagman (“Shlagman”), John J. Karabees (“Karabees”), Morgenthau Accelerator Fund, LP, a Delaware limited partnership (“Morgenthau”), Arturo Castillo (“Castillo”), New World Angels VI (Consult A Doctor), LLC (“NWA”) and Promociones Bursatiles, S.A. (“Promociones” and together with Morgenthau, Castillo and NWA, the “Principal Series A Stockholders”) (the Principal Series A Stockholders together with Karabees and Shlagman are referred to herein as the “Principals”) (the Principals and Target are sometimes referred to herein as a “Target Party” and collectively as the “Target Parties”).
