CREDIT AGREEMENTCredit Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS Credit Agreement (this “Agreement”), dated as of July 11, 2016, is entered into by and among TELADOC, INC., a Delaware corporation (“Teladoc”), TELADOC physicians, P.A., a Texas professional association (“Teladoc PA”), COMPILE, INC., a Delaware corporation (“Compile”), STAT HEALTH, LLC, a Delaware limited liability company (“STAT”), HY HOLDINGS, INC., a Delaware corporation (“HY Holdings”; Teladoc, Teladoc PA, Compile, STAT and HY Holdings are each referred to herein individually as a “Borrower” and are referred to herein collectively as the “Borrowers”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (SENIOR)Loan and Security Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 2, 2014 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and TELADOC, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractTeladoc, Inc. • July 15th, 2016 • Services-offices & clinics of doctors of medicine • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
JOINDER AND THIRD LOAN MODIFICATION AGREEMENTJoinder and Third Loan Modification Agreement • July 15th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
Reference is hereby made to a certain loan arrangement by and among (a) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054, and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) TELADOC, INC., a Delaware corporation, with its principal place of business located at 2 Manhattanville Road, Suite 203, Purchase, New York 10577 (“Teladoc”), and (ii) STAT HEALTH, LLC, a Delaware limited liability company with its chief executive office located at 5725 N. Scottsdale Road, Suite C-100, Scottsdale, Arizona 85250 (“STAT”; together with Teladoc, jointly and severally, individually and collectively, “Existing Borrower”), which loan arrangement is evidenced by, among other documents, a certain Subordinated Loan and Security Agreement dated as of May 2, 2014, between Existing Borrower and Bank, as amended by a certain First Loan Modification Agreem
ContractTeladoc, Inc. • July 15th, 2016 • Services-offices & clinics of doctors of medicine • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
