TELADOC HEALTH, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 19, 2020 1.25% Convertible Senior Notes due 2027Indenture • May 19th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
INDENTURE dated as of May 19, 2020 between Teladoc Health, 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).
UNDERWRITING AGREEMENT TELADOC, INC. 8,250,000 shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • January 24th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (SENIOR)Loan and Security Agreement • June 5th, 2015 • 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:
UNDERWRITING AGREEMENT TELADOC, INC. 4,284,000 shares of common stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • December 5th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
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”).
INDEMNIFICATION AGREEMENT by and between TELADOC HEALTH, INC. and as IndemniteeIndemnification Agreement • March 1st, 2021 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of ________________ (this “Agreement”), by and between Teladoc Health, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
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.
AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 23rd, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and
the holders of capital stock of the Company immediately prior to such merger, combination, consolidation or reorganization continue to hold, solely in respect of their interests in the Company’s capital stock immediately prior to such merger,...Executive Severance Agreement • February 26th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS SUBORDINATED 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:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 18th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 17, 2015, by and between Teladoc, Inc., a Delaware corporation (the “Company”), and Michael King (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and will become effective on the closing of the Company’s initial public offering of common stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among LIVONGO HEALTH, INC., TELADOC HEALTH, INC. and TEMPRANILLO MERGER SUB, INC. August 5, 2020Agreement and Plan of Merger • August 6th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 5, 2020, is entered into by and among LIVONGO HEALTH, INC., a Delaware corporation (“Lafite”), TELADOC HEALTH, INC., a Delaware corporation (“Tempranillo”), and TEMPRANILLO MERGER SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Tempranillo (“Merger Sub”).
AGREEMENTAgreement • June 11th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered as of September 10, 2014 (the “Effective Date”), by and between Teladoc, Inc., a Delaware corporation (the “Company”), and Senator William H. Frist, M.D. (the “Director”).
WATERS RIDGE TECH CENTER OFFICE BUILDING LEASEOffice Building Lease • May 29th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
THIS OFFICE BUILDING LEASE (this “Lease”) is made and entered into as of the “Lease Date” (as hereinafter defined), by and between BLACKHORSE LAKEPOINTE, LP, a Texas limited partnership (“Landlord”), and TELADOC, INC., a Delaware corporation (“Tenant”).
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. LEWIS LEVY, M.D., an individual resident in the Commonwealth of Massachusetts TELADOC HEALTH, INC., a Delaware corporation Name: Ms....Executive Severance Agreement • February 26th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Massachusetts
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 2nd, 2022 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This Executive Employment Agreement (the “Agreement”) is made and entered into as of June 15, 2022 (the “Effective Date”), by and between Teladoc Health, Inc. (the “Company”) and Michael Waters, an individual, residing at [ ] (the “Executive”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 23rd, 2024 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This Executive Severance Agreement ("Agreement") is made effective as of July 15, 2015 ("Effective Date"), by and between Teladoc, Inc. (the "Company") and Andrew Turitz ("Executive").
AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN TELADOC, INC., a Delaware corporation AND TELADOC PHYSICIANS, P.A., a Texas professional association February 15, 2015Services Agreement • May 29th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Texas
This Amended and Restated Services Agreement (the “Agreement”) is made and entered into effective as of the 15th day of February, 2015 (the “Effective Date”) by and between Teladoc, Inc., a Delaware corporation (“Manager”) and Teladoc Physicians, P.A., a Texas professional association (“PA”), on behalf of itself and certain other entities as described herein.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 30th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of October 30, 2020 (the “First Supplemental Indenture”), is entered into among Livongo Health, Inc., a Delaware corporation (the “Company”), Teladoc Health, Inc., a Delaware corporation (“Teladoc”) and U.S. Bank National Association (the “Trustee”).
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Combined Financial Information • September 8th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
On June 29, 2016, Teladoc, Inc. (“Teladoc” or the “Company”) and HY Holdings, Inc. d/b/a HealthiestYou Corporation (“HealthiestYou”) executed an Agreement and Plan of Merger (the “Merger”) whereby Teladoc agreed to acquire all the issued and outstanding shares of HealthiestYou. The acquisition of HealthiestYou closed on July 1, 2016. HealthiestYou is a leading telehealth consumer engagement technology platform for the small to mid-sized employer market. HealthiestYou provides end-users with access to telemedicine services including through a web-based portal and a mobile application. Solutions provided by HealthiestYou include 24/7 access to telephone, e-mail, and video conferencing with doctors as well as the convenience of procedure price comparisons, prescription medicine price comparisons, health plan information and benefits eligibility, and location information for wellness service providers. The aggregate purchase price of the acquisition was $153.3 million, comprised of $45.0 m
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • February 27th, 2019 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • New York
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”).
AGREEMENT AND PLAN OF MERGER by and among INTOUCH TECHNOLOGIES, INC., TELADOC HEALTH, INC., JONATA SUB ONE, INC. JONATA SUB TWO, INC. and FORTIS ADVISORS LLC, as Equityholder Representative Dated as of January 11, 2020Agreement and Plan of Merger • January 13th, 2020 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2020, is by and among (i) Teladoc Health, Inc., a Delaware corporation (“Parent”); (ii) Jonata Sub One, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”); (iii) Jonata Sub Two, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”); (iv) InTouch Technologies, Inc., a Delaware corporation (the “Company”); and (v) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the Company Equityholders (the “Equityholder Representative”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2016 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”), by and between Teladoc, Inc., a Delaware corporation (“Teladoc”), and Mr. Mark Hirschhorn, an individual resident in the State of New York (“Executive”), is made as of December 27, 2016.
Teladoc Health, Inc. Letterhead]Teladoc Health, Inc. • February 23rd, 2024 • Services-offices & clinics of doctors of medicine
As we have discussed, your employment with Teladoc Health, Inc. (the “Company”) as Chief Innovation Officer will terminate effective as of December 1, 2023 (“Termination Date”).
AGREEMENT AND PLAN OF MERGER by and among BEST DOCTORS HOLDINGS, INC., TELADOC, INC., BAROLO ACQUISITION CORP., SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Stockholder Representative BBH CAPITAL PARTNERS IV, L.P., and BBH CAPITAL PARTNERS QP IV, L.P....Agreement and Plan of Merger • June 20th, 2017 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 19, 2017, is by and among: (i) Teladoc, Inc., a Delaware corporation ("Parent"); (ii) Barolo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"); (iii) Best Doctors Holdings, Inc., a Delaware corporation (the "Company"); (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Equityholders (the "Stockholder Representative"), and, for purposes of Section 2.5(b) and (c) hereof, each of (v) BBH Capital Partners IV, L.P. ("BBH") and (vi) BBH Capital Partners QP IV, L.P. ("BBH QP").
TELADOC, INC. FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This First Amendment to the Fifth Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made as of February 9, 2015, by and among Teladoc, Inc. a Delaware corporation (the “Company”) and each of the undersigned Investors.
TELADOC, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED AS OF SEPTEMBER 10, 2014Rights Agreement • June 5th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 10, 2014, by and among TELADOC, INC. a Delaware corporation (the “Company”), each of the Investors (as defined below) identified on Exhibit A and each of the Current Holders (as defined below) identified on Exhibit B.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2018 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • New York
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.
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
HOME OFFICE OPERATING AGREEMENTHome Office Operating Agreement • March 1st, 2023 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This HOME OFFICE OPERATING AGREEMENT (“Agreement”) is made and entered into effective as of January 1, 2023 (“Effective Date”) by and between:
AGREEMENT AND PLAN OF MERGER among CONSULT A DOCTOR, INC., WOLF SHLAGMAN, JOHN J. KARABEES, MORGENTHAU ACCELERATOR FUND, LP, ARTURO CASTILLO, PROMOCIONES BURSATILES, S.A., NEW WORLD ANGELS VI (CONSULT A DOCTOR), LLC, DOUGLAS L. O’KEEFE, AS STOCKHOLDER...Agreement and Plan of Merger • June 11th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Agreement and Plan of Merger (this “Agreement”), dated as of August 29, 2013, is entered into by and among Teladoc, Inc., a Delaware corporation (“Parent”), Douglas L. O’Keefe, in his capacity as representative for the Stockholders (the “Stockholder Representative”), Consult A Doctor, Inc., a Delaware corporation (“Target”), Wolf Shlagman (“Shlagman”), John J. Karabees (“Karabees”), Morgenthau Accelerator Fund, LP, a Delaware limited partnership (“Morgenthau”), Arturo Castillo (“Castillo”), New World Angels VI (Consult A Doctor), LLC (“NWA”) and Promociones Bursatiles, S.A. (“Promociones” and together with Morgenthau, Castillo and NWA, the “Principal Series A Stockholders”) (the Principal Series A Stockholders together with Karabees and Shlagman are referred to herein as the “Principals”) (the Principals and Target are sometimes referred to herein as a “Target Party” and collectively as the “Target Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2022 • Teladoc Health, Inc. • Services-offices & clinics of doctors of medicine
This Executive Employment Agreement (the “Agreement”) is made and entered into as of the last date written below (the “Effective Date”), by and between Teladoc Health, Inc. (the “Company”) and Laizer Kornwasser, an individual, residing at [ ] (the “Executive”).
AGREEMENT AND PLAN OF MERGER among TELADOC, INC., STAT HEALTH, STAT HEALTH SERVICES INC., and JOHN BARRAVECCHIA, AS EQUITYHOLDER REPRESENTATIVE dated as of May 22, 2015Agreement and Plan of Merger • June 11th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 18th, 2015 • Teladoc, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2015 by and between Teladoc, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
