SmileDirectClub, Inc. Sample Contracts

SMILEDIRECTCLUB, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 9, 2021 0.00% Convertible Senior Notes due 2026
Indenture • February 10th, 2021 • SmileDirectClub, Inc. • Dental equipment & supplies • New York

INDENTURE, dated as of February 9, 2021, between SmileDirectClub, Inc., a Delaware corporation, as issuer (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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Dealer Address]
Letter Agreement • February 10th, 2021 • SmileDirectClub, Inc. • Dental equipment & supplies

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and SmileDirectClub, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 9th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

This Indemnification Agreement is effective as of [·], 2019, (this “Agreement”) and is between SmileDirectClub, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

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SMILEDIRECTCLUB, INC. ---------- INDENTURE Dated as of [ ] ---------- DEBT SECURITIES [ ] Trustee ===================================================================
SmileDirectClub, Inc. • September 9th, 2022 • Dental equipment & supplies • New York
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SMILEDIRECTCLUB, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • September 9th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of [•], 2019 (the “Effective Date”), by and between SmileDirectClub, Inc. (the “Company”), and [•] (the “Participant”).

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LOAN AGREEMENT by and among SDC U.S. SMILEPAY SPV, as the Borrower, SMILEDIRECTCLUB, LLC, as the Seller and Servicer, HPS Investment Partners, LLC as the Administrative Agent and the Collateral Agent, and the LENDERS from time to time party hereto....
Loan Agreement • April 28th, 2022 • SmileDirectClub, Inc. • Dental equipment & supplies • New York

THIS LOAN AGREEMENT (including all Appendices, Schedules and Exhibits hereto, this “Agreement”) is made as of April 27, 2022, by and among SDC U.S. SMILEPAY SPV, a Delaware statutory trust (the “Borrower”), SMILEDIRECTCLUB, LLC, a Tennessee limited liability company, as the Seller (the “Seller”) and initial Servicer (in such capacity, the “Servicer”), HPS Investment Partners, LLC, as the collateral agent (in such capacity, the “Collateral Agent”), HPS Investment Partners, LLC, as the administrative agent (in such capacity, the “Administrative Agent”), and the financial institutions party hereto from time to time (the “Lenders”). Unless otherwise indicated, capitalized definitional terms used in this Agreement are defined in, and this Agreement shall be interpreted in accordance with, the provisions of Appendix A.

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FORM OF VOTING AGREEMENT
Form of Voting Agreement • August 16th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made as of [·], 2019, by and among SmileDirectClub, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on the signature pages hereto (each, together with its successors, a “Stockholder” and collectively, the “Stockholders”).

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SDC FINANCIAL LLC a Delaware Limited Liability Company SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • September 17th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

This Seventh Amended and Restated Limited Liability Company Agreement of SDC Financial LLC, a Delaware limited liability company (the “Company”), dated as of September 13, 2019 (the “Effective Date”), is entered into by and among the Members (as defined below).

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Re: Retention Bonus
Personal and Confidential • October 2nd, 2023 • SmileDirectClub, Inc. • Dental equipment & supplies • Tennessee

On behalf of SmileDirectClub, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). Capitalized terms used but not otherwise defined herein will have the meaning ascribed to such terms in Section 2.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • September 17th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of September 13, 2019, is hereby entered into by and among SmileDirectClub, Inc., a Delaware corporation (the “Corporation”), SDC Financial LLC, a Delaware limited liability company (the “Company”), and each of the Members (as defined herein).

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • September 9th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2019, is hereby entered into by and among SmileDirectClub, Inc., a Delaware corporation (the “Corporation”), SDC Financial LLC, a Delaware limited liability company (the “Company”), and each of the Members (as defined herein).

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Underwriting Agreement
SmileDirectClub, Inc. • September 9th, 2019 • Dental equipment & supplies • New York

SmileDirectClub, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of Class A common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and at the option of the Underwriters, up to an additional [·] shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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VOTING AGREEMENT
Voting Agreement • September 17th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made as of September 13, 2019, by and among SmileDirectClub, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on the signature pages hereto (each, together with its successors, a “Stockholder” and collectively, the “Stockholders”).

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FORBEARANCE AGREEMENT
Forbearance Agreement • October 2nd, 2023 • SmileDirectClub, Inc. • Dental equipment & supplies • New York

This LIMITED FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and among SDC U.S. SMILEPAY SPV, a Delaware statutory trust (the “Borrower”), SMILEDIRECTCLUB, LLC, a Tennessee limited liability company (“SmileDirectClub”), as the Seller and initial Servicer (in such capacity, the “Servicer”), SDC Financial LLC, a Delaware limited liability company (the “Parent”, together with the Borrower and SmileDirectClub, the “Credit Parties”), the financial institutions party hereto as Lenders under the Loan Agreement (as hereinafter defined) (collectively, the “Lenders”), and HPS INVESTMENT PARTNERS, LLC (the “Agent”), in its capacity as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 8th, 2022 • SmileDirectClub, Inc. • Dental equipment & supplies • New York
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SDC FINANCIAL LLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 9th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 17, 2018 among SDC Financial LLC, a Tennessee limited liability company (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” and each other Person who executes a Joinder as an “Investor” (collectively, the “Investors”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders” and, together with Investors, the “Holders”). Capitalized terms used, but not otherwise defined, in this Agreement are defined in Exhibit A attached hereto.

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SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of September 29, 2023, among SDC FINANCIAL LLC, a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as Borrower, SMILEDIRECTCLUB, INC., a debtor and...
Possession  credit Agreement • October 2nd, 2023 • SmileDirectClub, Inc. • Dental equipment & supplies • New York

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of September 29, 2023, between SDC FINANCIAL LLC, a Delaware limited liability company (the “Borrower” or the “Company”, as applicable), SMILEDIRECTCLUB, INC., a Delaware corporation (the “Parent”), CLUSTER HOLDCO LLC and each other person from time to time party hereto as a lender (each, a “Lender” and together the “Lenders”) and CLUSTER HOLDCO LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”).

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LOAN AND SECURITY AGREEMENT by and among SDC U.S. SMILEPAY SPV, as the Borrower, SMILEDIRECTCLUB, LLC, as the Seller and Servicer, JPMORGAN CHASE BANK, N.A., as the Administrative Agent and the Collateral Agent, and the LENDERS from time to time party...
Loan and Security Agreement • August 16th, 2019 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware

THIS LOAN AND SECURITY AGREEMENT (including all Appendices, Schedules and Exhibits hereto, this “Agreement”) is made as of June 14, 2019, by and among SDC U.S. SMILEPAY SPV, a Delaware statutory trust (the “Borrower”), SMILEDIRECTCLUB LLC, a Tennessee limited liability company, as the Seller (the “Seller”) and initial Servicer (in such capacity, the “Servicer”), JPMORGAN CHASE BANK, N.A., as the collateral agent (in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as the administrative agent (in such capacity, the “Administrative Agent”), and the financial institutions and asset-backed commercial paper conduits party hereto from time to time (the “Lenders”). Unless otherwise indicated, capitalized definitional terms used in this Agreement are defined in, and this Agreement shall be interpreted in accordance with, the provisions of Appendix A.

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REVOLVING CREDIT AND SECURITY AGREEMENT This Revolving Credit and Security Agreement (this “Agreement”) is made as of August 4, 2023 by and among SMILEDIRECTCLUB, LLC, a Tennessee limited liability company (“Borrower”), each of the guarantors from...
Revolving Credit and Security Agreement • August 8th, 2023 • SmileDirectClub, Inc. • Dental equipment & supplies • Delaware
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