FORM OF INDEMNIFICATION AGREEMENTForm 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”).
SMILEDIRECTCLUB, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange 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”).
FORM OF SDC FINANCIAL LLC a Delaware Limited Liability Company SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 9th, 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 [·], 2019 (the “Effective Date”), is entered into by and among the Members (as defined below).
TAX RECEIVABLE AGREEMENTTax 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).
Underwriting AgreementSmileDirectClub, 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”.
SDC FINANCIAL LLC REGISTRATION RIGHTS AGREEMENTRegistration 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.
