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....Agreement and Plan of Merger • 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").
