SECURITY AGREEMENTSecurity Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This SECURITY AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is among LifeMD PR, LLC, a limited liability company organized and existing under the laws of Puerto Rico, and LegalSimpli Software, LLC, a limited liability company organized and existing under the laws of Puerto Rico (each, a “Debtor”, and together, the “Debtors”), subsidiaries of LifeMD, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) and the holders of the Company’s Senior Secured Redeemable Debentures due June 1, 2024, in the original aggregate principal amount of $15,000,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT LIFEMD, INC.Common Stock Purchase Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ], a limited liability company organized and existing under the laws of Delaware, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including Section 1(e) hereof, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 1, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LifeMD, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), up to 1,500,000 shares of common stock (“Common Stock”) of the Company, par value $0.01 (the “Warrant Shares”) subject to the provisions of Section 1(e). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with that c
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This SECURITY AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is among LifeMD, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company” and the “Debtor”) and the holders of the Company’s Senior Secured Redeemable Debentures due June 1, 2024, in the original aggregate principal amount of $15,000,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of June 1, 2021 (the “Effective Date”), by and between LIFEMD, inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and each Buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of June 1, 2021, is made by and between LifeMD, Inc. , a corporation incorporated under the laws of the State of Delaware (the “Company”) and the guarantors listed on the signature pages hereto (the, “Guarantors”, and together with the Company, the “Grantors,” and each, a “Grantor”) in favor of [ ] (the “Collateral Agent”), a limited liability company organized under the laws of the State of Delaware, as collateral agent for the Buyers under the Purchase Agreement referred to below (the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2021, is made and entered into by and among LifeMD, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under the heading “Investors” on the signature page(s) hereto (each such party a “Holder”) and, collectively, the “Holders”).
GUARANTY AGREEMENTGuaranty Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This GUARANTY AGREEMENT is dated and effective as of June 1, 2021 (this “Guaranty”), and is made, jointly and severally, by LifeMD PR, LLC, a limited liability company organized and existing under the laws of Puerto Rico, and LegalSimpli Software, LLC, a limited liability company organized and existing under the laws of Puerto Rico (each, a “Guarantor” and together, the “Guarantors”), in favor of each of the Buyers (as defined below).
