FORM OF SMILEDIRECTCLUB, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 16th, 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”).
FORM OF VOTING AGREEMENTVoting 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”).
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.
