Teladoc, Inc. Sample Contracts

Teladoc Health, Inc. – Separation and Release of Claims Agreement (February 27th, 2019)

This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Teladoc Health, Inc., a Delaware corporation (the “Employer”), on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as the “Employer Group”), and Mr. Mark Hirschhorn, a resident of the State of New York (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of December 16, 2018 (the “Execution Date”).

Teladoc Health, Inc. – FOURTH AMENDED AND RESTATED BYLAWS OF TELADOC HEALTH, INC. (a Delaware corporation) (February 25th, 2019)
Teladoc Health, Inc. – 37th Annual J.P. Morgan Healthcare Conference January 7, 2019 Jason Gorevic, CEO Safe harbor This presentation contains, and our officers may make, “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. These forward-looking statements include, without limitation, information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as ‘‘anticipate,’’ ‘‘expect,’’ ‘‘suggest,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘inte (January 7th, 2019)
Teladoc Health, Inc. – C NUMBER Teladoc HEALTH INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 87918A 10 5, THIS CERTIFIES THAT: PROOF IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH OF TELADOC HEALTH, INC. transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, (November 1st, 2018)

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.

Teladoc Health, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF TELADOC HEALTH, INC. (a Delaware corporation) (August 10th, 2018)
Teladoc Health, Inc. – SECOND CERTIFICATE OF AMENDMENT OF THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELADOC, INC. (August 10th, 2018)

Teladoc, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

Teladoc, Inc. – UNDERWRITING AGREEMENT TELADOC, INC. 5,263,740 shares of common stock, par value $0.001 per share Underwriting Agreement (July 26th, 2018)

Teladoc, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies LLC (the “Underwriter”) and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) severally, and not jointly, propose to sell to the Underwriter, an aggregate of 5,263,740 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), of which 5,000,000 shares are to be issued and sold by the Company and 263,740 shares are to be sold by the Selling Stockholders in the respective amounts set forth opposite their names in Schedule 2 hereto. In addition, the Selling Stockholders propose to sell, at the option of the Underwriter, up to an additional 750,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the

Teladoc, Inc. – TELADOC, INC. (July 23rd, 2018)

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Teladoc, Inc. – UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (July 23rd, 2018)

On May 31, 2018, Teladoc, Inc. (“Teladoc”, the “Company,” “our” or “we”) completed the acquisition (the “Acquisition”) of all of the outstanding shares of Advance Medical-HealthCare Management Services, S.A. (“Advance Medical”). Advance Medical is a worldwide leader in telemedicine and expert medical opinion services. Partnered with more than 300 large, multinational employers and insurers across Europe, Asia, Latin America and the United States, Advance Medical has built an integrated portfolio of high quality telehealth and expert medical opinion solutions, including Global Care on Demand and the Virtual Medical Home. The aggregate purchase price for the Acquisition was $360.5 million, comprising approximately $291.9 million of cash and 1,344,387 shares of Teladoc’s common stock valued at approximately $68.6 million.

Teladoc, Inc. – ADVANCE MEDICAL-HEALTHCARE MANAGEMENT SERVICES, S.A. QUARTERLY REPORT (July 23rd, 2018)

Unaudited Interim Condensed Consolidated Financial Statements of Advance Medical-HealthCare Management Services, S.A.

Teladoc, Inc. – June 2018 has acquired Important Notices This presentation contains, and our officers may make, “forward-looking” statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to management. These forward-looking statements include, without limitation, information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as ‘‘anticipa (June 4th, 2018)
Teladoc, Inc. – SHARE PURCHASE AGREEMENT between Summit Partners Europe Growth Equity Fund II SCSp Summit Partners Entrepreneur Advisors Fund III LP Summit Investors GE IX/VC IV(UK) LP Summit Investors GE IX/VC IV, LLC Peralsi, S.L. Inversiones y Asesorías Blanco Limitada Instituto Internacional de Finanzas, S.L. Mr. Michael Hough Mr. Ramón Ciurana Roca Mr. Carlos Nueno Plana Mr. Marc Subirats Hofer (as Sellers) Best Doctors International Insurance S.à r.l. (as Purchaser) and Teladoc, Inc. (as Parent) relating to Advance Medical Health-Care Management Services, S.A. and Advanced Holdco Limited (June 4th, 2018)
Teladoc, Inc. – CERTIFICATE OF AMENDMENT OF THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELADOC, INC. (June 1st, 2018)

Teladoc, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

Teladoc, Inc. – [FACE OF NOTE] (May 8th, 2018)

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

Teladoc, Inc. – TELADOC, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 8, 2018 1.375% Convertible Senior Notes due 2025 (May 8th, 2018)

INDENTURE dated as of May 8, 2018 between Teladoc, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Teladoc, Inc. – Teladoc Prices Upsized Offering of $250 Million of Convertible Senior Notes Due 2025 (May 4th, 2018)

PURCHASE, NY, May 3, 2018 (GLOBE NEWSWIRE) — Teladoc, Inc. (NYSE:TDOC) today announced the pricing of its offering of $250 million aggregate principal amount of Convertible Senior Notes due 2025 (the “Notes”) in a private offering to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased by $25 million from the previously announced offering size of $225 million. In connection with the offering of the Notes, Teladoc granted the initial purchasers of the Notes an option to purchase up to an additional $37.5 million aggregate principal amount of Notes on the same terms and conditions solely to cover over-allotments. The sale of the Notes is scheduled to close on May 8, 2018, subject to satisfaction of customary closing conditions.

Teladoc, Inc. – AMENDMENT NO. 2 TO CREDIT AGREEMENT (May 2nd, 2018)

AMENDMENT (this “Amendment”) dated as of April 30, 2018 to the Credit Agreement dated as of July 14, 2017 (as amended by Amendment No. 1 dated as of November 24, 2017, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Teladoc, Inc. (the “Borrower”), Jefferies Finance LLC, as Administrative Agent (the “Administrative Agent”) and Issuing Bank and the Lenders from time to time party thereto.

Teladoc, Inc. – UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (May 2nd, 2018)

On July 14, 2017, Teladoc, Inc. (“Teladoc”, the “Company”, “our” or “we”) completed the acquisition of all of the outstanding shares of Best Doctors Holdings, Inc. (“Best Doctors”) (the “Acquisition”). Best Doctors provides technology innovations and services to help employers, health plans and provider organizations ensure that their members combat medical uncertainty with access to the best medical minds. The aggregate purchase price of the acquisition was $445.5 million, which was comprised of approximately $379.3 million of cash and 1,855,078 shares of Teladoc’s common stock valued at approximately $66.2 million.

Teladoc, Inc. – Teladoc Announces Proposed Offering of $225 Million of Convertible Senior Notes due 2025 (May 2nd, 2018)

PURCHASE, NY, May 2, 2018 (GLOBE NEWSWIRE) — Teladoc, Inc. (NYSE:TDOC) today announced its intention to offer, subject to market conditions and other factors, $225 million aggregate principal amount of Convertible Senior Notes due 2025 (the “Notes”) in a private offering to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering of the Notes, Teladoc expects to grant the initial purchasers of the Notes an option to purchase up to an additional $33.75 million aggregate principal amount of Notes on the same terms and conditions, solely to cover over-allotments.

Teladoc, Inc. – TELADOC, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (February 27th, 2018)
Teladoc, Inc. – EXECUTIVE SEVERANCE AGREEMENT (February 27th, 2018)

This Executive Severance Agreement (“Agreement”) is made effective as of July 17, 2017 (“Effective Date”), by and between Teladoc, Inc. (the “Company”) and Mr. Peter McClennen, an individual resident in the Commonwealth of Massachusetts (“Executive”).

Teladoc, Inc. – AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT (February 27th, 2018)

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc, Inc., a Delaware corporation (“Teladoc”), and Mr. Peter McClennen, an individual resident in the Commonwealth of Massachusetts (“Executive”), is made as of November 1, 2017.

Teladoc, Inc. – TELADOC, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (February 27th, 2018)

Non-employee members of the board of directors (the “Board”) of Teladoc, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).  The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company.  This Program shall remain in effect until it is revised or rescinded by further action of the Board.  This Program may be amended, modified or terminated by the Board at any time in its sole discretion. No Non-Employee Director shall have any rights hereunder, except with respect to stock opti

Teladoc, Inc. – Jason Gorevic, CEO Mark Hirschhorn, COO and CFO 36th Annual J.P. Morgan Healthcare Conference January 8, 2018 Safe Harbor Statement This presentation contains, and our officers may make, “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. These forward-looking statements include, without limitation, information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as ‘‘anticipate,’’ ‘‘expect,’’ ‘‘s (January 8th, 2018)
Teladoc, Inc. – UNDERWRITING AGREEMENT TELADOC, INC. 4,284,000 shares of common stock, par value $0.001 per share Underwriting Agreement (December 5th, 2017)
Teladoc, Inc. – BEST DOCTORS HOLDINGS, INC. Condensed Consolidated Financial Statements June 30, 2017 and December 31, 2016 (November 28th, 2017)

Series G, I, J, K and K-1 $0.01 par value, 5,449,491 shares authorized at June 30, 2017 and December 31, 2016; 1,961,524 shares issued and outstanding (liquidation preferences of $44,458) at June 30, 2017; 1,903,474 shares issued and outstanding (liquidation preferences of $43,529) and December 31, 2016.

Teladoc, Inc. – UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (November 28th, 2017)

On July 14, 2017, Teladoc, Inc. (“Teladoc,” the “Company,” “our” or “we”) completed the acquisition (the “Acquisition”) of all of the outstanding shares of Best Doctors Holdings, Inc. (“Best Doctors”). Best Doctors provides technology innovations and services to help employers, health plans and provider organizations to ensure that their members combat medical uncertainty with access to the best medical minds. The aggregate purchase price of the acquisition was $445.5 million, which was comprised of approximately $375.0 million of cash and 1,855,078 shares of Teladoc’s common stock valued at approximately $66.2 million after post-closing working capital adjustments. The post-closing working capital adjustment was finalized in the amount of $4.3 million.

Teladoc, Inc. – HISTORICAL FINANCIAL STATEMENTS OF BEST DOCTORS HOLDINGS, INC. (August 3rd, 2017)
Teladoc, Inc. – UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (August 3rd, 2017)

On July 14, 2017, Teladoc, Inc. (“Teladoc”, the “Company”, “our” or “we”)  completed the acquisition (the “Acquisition”) of all of the outstanding shares of Best Doctors Holdings, Inc. (“Best Doctors”), (the “Acquisition”). Best Doctors provides technology innovations and services to help employers, health plans and provider organizations ensure that their members combat medical uncertainty with access to the best medical minds. The aggregate purchase price of the acquisition was $440.0 million, comprised of approximately $375.0 million of cash and 1,855,078 shares of Teladoc’s common stock valued at approximately $65.0 million, and is subject to post-closing working capital adjustments as defined in the agreement and plan of merger governing the acquisition.

Teladoc, Inc. – HISTORICAL FINANCIAL STATEMENTS OF BEST DOCTORS HOLDINGS, INC. (August 3rd, 2017)

We have audited the accompanying consolidated financial statements of Best Doctors Holdings, Inc. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive loss, preferred stock and stockholders’ deficit, and cash flows for each of the years in the three‑year period ended December 31, 2016, and the related notes to the consolidated financial statements.

Teladoc, Inc. – AMENDMENT TO MERGER AGREEMENT (July 18th, 2017)

This AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is entered into as of July 14, 2017, by and among Teladoc, Inc., a Delaware corporation (“Parent”), Best Doctors Holdings, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholder Representative”), solely in its capacity as the representative of the Company Equityholders thereunder.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Teladoc, Inc. – CREDIT AGREEMENT dated as of July 14, 2017 among TELADOC, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Sole Lead Arranger and Bookrunner (July 18th, 2017)

This Credit Agreement (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 14, 2017, among Teladoc, Inc., a Delaware corporation, each financial institution from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), the Issuing Banks from time to time party hereto and Jefferies Finance LLC, as Administrative Agent and Collateral Agent.

Teladoc, Inc. – TELADOC, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 27, 2017 3.00% Convertible Senior Notes due 2022 (June 29th, 2017)

INDENTURE dated as of June 27, 2017 between Teladoc, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Teladoc, Inc. – [FACE OF NOTE] (June 29th, 2017)

THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

Teladoc, Inc. – Teladoc Prices Upsized Offering of $240 Million of Convertible Senior Notes Due 2022 (June 22nd, 2017)

PURCHASE, NY, June 21, 2017 (GLOBE NEWSWIRE) — Teladoc, Inc. (NYSE:TDOC) today announced the pricing of its offering of $240 million aggregate principal amount of Convertible Senior Notes due 2022 (the “Notes”) in a private offering to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased by $40 million from the previously announced offering size of $200 million. In connection with the offering of the Notes, Teladoc granted the initial purchaser of the Notes an option to purchase up to an additional $35 million aggregate principal amount of Notes on the same terms and conditions solely to cover over-allotments. The sale of the Notes is scheduled to close on June 27, 2017, subject to satisfaction of customary closing conditions.