LOAN AND SECURITY AGREEMENT Dated as of March 21, 2023 between LIFEMD, INC., a Delaware corporation as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership, (“Avenue 2”), as a lender, andLoan and Security Agreement • March 23rd, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • California
Borrower, Lenders and Agent anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
SUPPLEMENT to the Loan and Security Agreement dated as of March 21, 2023 among LifeMD, Inc. (“Borrower”) Avenue Venture Opportunities Fund, L.P. II, L.P., a Delaware limited partnership (“Avenue 2”), as a lender and Avenue Venture Opportunities Fund,...Loan and Security Agreement • March 23rd, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of March 21, 2023 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and among Borrower, Lenders and Agent. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 11 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
PROMISSORY NOTEPromissory Note • March 23rd, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine
This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement, dated as of March 21, 2023, among Borrower, Lender, the other lender party thereto and Agent (as the same may be amended, restated or supplemented from time to time, the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.
