UNDERWRITING AGREEMENT between HEALTHCARE MERGER CORP. and CANTOR FITZGERALD & CO. Dated: December 12, 2019 HEALTHCARE MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
The undersigned, Healthcare Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 2019 is by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
Healthcare Merger Corp. 14th Floor New York, NY 10022Healthcare Merger Corp. • October 18th, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 19, 2019 by and between HCMC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Healthcare Merger Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • December 4th, 2019 • Healthcare Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [______], 2019, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
December 12, 2019Letter Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Healthcare Merger Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to registration s
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2019, is made and entered into by and between Healthcare Merger Corp., a Delaware corporation (the “Company”) and HCMC Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SOC TELEMED, INC. Indemnification AgreementIndemnification Agreement • November 5th, 2020 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, ____, by and between SOC Telemed, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
ContractRegistration Rights Agreement • November 5th, 2020 • SOC Telemed, Inc. • Services-misc health & allied services, nec • New York
preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of March 26, 2021 (the “Effective Date”) among SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SOC Telemed, Inc. (“SOC”), a Delaware corporation with offices located at 1768 Business Center Drive, Suite, 100, Reston, VA 20190, Specialists On Call, LLC, a Delaware limited liability company, Avant Billing Services, Inc., a Delaware corporation, JSA Health Corporation, a Delaware corporation, JSA Health California, LLC, a Delaware limited liability company, Access Phy
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 17th, 2019 • Healthcare Merger Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 12th day of December 2019, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), having its principal place of business at 623 Fifth Avenue, 14th Floor, New York, NY 10022, and HCMC Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 623 Fifth Avenue, 14th Floor, New York, NY 10022.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOC TELEMED, INC. SPARK PARENT, INC. AND SPARK MERGER SUB, INC.Agreement and Plan of Merger • February 4th, 2022 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 2, 2022 (this “Agreement”), is entered into by and among SOC Telemed, Inc., a Delaware corporation (the “Company”), Spark Parent, Inc., a Delaware corporation (“Parent”), and Spark Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • December 27th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Virginia
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between David Mikula (“Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), effective as of November 1, 2021 (the “Effective Date”).
SOC TELEMED, INC.Employment Agreement • December 27th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Virginia
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as “Executive” or “you”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company and its affiliates (referred to hereinafter as “Employment”) effective as of November 1, 2021 (the “Effective Date”).
Subscription AgreementSubscription Agreement • October 26th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of October 23, 2020, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Virginia
This Executive Employment Agreement (this “Agreement”) is made as of this 15th day of July, 2015 by and between Specialists On Call, Inc., (“SOC” or the “Company”), a Delaware corporation with offices located at 1768 Business Center Drive, Suite l00, Reston, Virginia 20190, and Banerjee, Sean, (“Employee”), a current resident of [****].
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of November, 2019 (the “Effective Date”), by and between Access Physicians Management Services Organization, LLC (the “Company”), a Texas limited liability company with its principal place of business in Dallas, Texas, and Christopher Gallagher, M.D., an individual (the “Executive”).
8,000,000 Shares SOC Telemed, Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Virginia
This First Amendment to Employment Agreement (this “Amendment”), delivered February 17, 2021, confirms the following understandings and agreements between SOC Telemed, Inc. (the “Company”) and John Kalix (“Executive”).
SOC TELEMED, INC.Performance Unit Award Agreement • March 30th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Virginia
Unless otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Unit Award Agreement (this “Award Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Virginia
This Executive Employment Agreement (this “Agreement”) is made as of this October 28, 2019 by and between Specialists on Call, Inc., d/b/a SOC Telemed (“SOC”), a Delaware corporation with offices located at 1768 Business Center Drive, Suite 100, Reston, VA 20190, and Robert Jason Hallock, (“Employee”), a current resident of [****].
SOC TELEMED, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 9th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Virginia
Unless otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (this “Award Agreement”).
SOC TELEMEDRe: Letter Agreement • October 26th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Virginia
This Letter Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth updated terms with respect to that certain Stock Option Grant Notice between you and the Company dated June 7, 2018, with respect to 977,565 option shares, and that certain Stock Option Grant Notice between you and the Company dated June 7, 2018, with respect to 418,956 option shares (collectively, the “Options,” and such grant notices and accompanying option agreements, the “Option Agreements”), each granted under the Company’s 2014 Equity Incentive Plan (the “Plan”).
membership interest and stock purchase agreement by and among SOC TELEMED, INC., ACCESS PHYSICIANS Management Services Organization, LLC, the membersHIP INTEREST HOLDERS OF ACCESS PHYSICIANS Management Services Organization, LLC, HEP AP-B CORP.,...Interest and Stock Purchase Agreement • March 30th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Delaware
THIS MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 26, 2021, is made by and among SOC Telemed, Inc., a Delaware corporation (“Buyer”), Access Physicians Management Services Organization, LLC, a Texas limited liability company (the “Company”), HEP AP-B Corp., a Delaware corporation (“Blocker”), the Persons listed on Exhibit A hereto (the “Company Sellers”), Health Enterprise Partners III, L.P. (“Blocker Seller” and, together with the Company Sellers, the “Sellers”) and AP Seller Rep, LLC, a Texas limited liability company, as representative of the Sellers (“Seller Representative”).
SOC TELEMEDEmployment Agreement • September 24th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Virginia
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”).
SOC TELEMED, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 9th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Virginia
Unless otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
ADMINISTRATIVE SUPPORT SERVICES AGREEMENT BETWEEN SPECIALISTS ON CALL, INC. AND [INSERT PRACTICE NAME]Administrative Support Services Agreement • September 24th, 2020 • Healthcare Merger Corp. • Services-misc health & allied services, nec • Delaware
This Administrative Support Services Agreement (the “Agreement”) is made and effective on [INSERT DATE] by and between Specialists On Call, Inc., a Delaware corporation (“SOC”), and [INSERT PRACTICE NAME], a [INSERT JURISDICTION] professional corporation (“Practice”) (each a “Party” and collectively the “Parties”). Many of the capitalized words and phrases used in this Agreement are defined in Article I, but some are defined in the Section in which they are first used because they are better understood in that context.
ContractSOC Telemed, Inc. • March 30th, 2021 • Services-misc health & allied services, nec
THIS NOTE IS SUBJECT TO THE SUBORDINATION PROVISIONS CONTAINED IN SECTION 7 HEREOF, WHICH SECTION, AMONG OTHER THINGS, CONTAINS PROVISIONS DEFINING THE RELATIVE RIGHTS OF CERTAIN CREDITORS OF SOC TELEMED, INC..
Specialists On Call, Inc. October 23, 2020SOC Telemed, Inc. • November 5th, 2020 • Services-misc health & allied services, nec
SUPPORT AGREEMENTSupport Agreement • July 29th, 2020 • Healthcare Merger Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 29, 2020, by and among Healthcare Merger Corp., a Delaware corporation (“Parent”), and SOC Holdings LLC, a Delaware limited liability company (the “Written Consent Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Healthcare Merger Corp.Healthcare Merger Corp. • December 17th, 2019 • Blank checks • New York
This letter agreement by and between Healthcare Merger Corp. (the “Company”) and MTS Health Partners, L.P. (the “MTS”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 4th, 2022 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of February 2, 2022 (this “Agreement”), is made and entered into by and among Spark Parent, Inc., a Delaware corporation (“Parent”), SOC Telemed, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of the Company. The Company, Parent and the Stockholder are referred to individually as a “Party” and collectively as the “Parties.”
SOC TELEMEDOffer Letter • November 5th, 2020 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Virginia
This Amended and Restated Offer Letter (the “Agreement”) between you (the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth the amended and restated terms and conditions that shall govern the period of your employment with the Company (your “Employment” or the “Employment Period”) effective as of September 22, 2020 (the “Effective Date”), and supersedes that certain Offer Letter entered into between you and the Company dated as of September 22, 2020 (the “Prior Agreement”), which shall be null and void ab initio.
INTERIM SERVICES AGREEMENTInterim Services Agreement • November 12th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Georgia
This INTERIM SERVICES AGREEMENT (this “Agreement”), entered into as of the 9/4/2021 is by and between RANDSTAD PROFESSIONALS US, LLC d/b/a Tatum, a Delaware limited liability company, with offices at 3625 Cumberland Boulevard, Suite 600, Atlanta, GA 30339 (“Tatum”), and SOC Telemed, Inc., with offices at 1768 Business Center Drive, Suite 100, Reston, VA 20190 (the “Company”). A “Party” shall mean either Tatum or the Company, as the case may be; the “Parties” shall mean Tatum and the Company, collectively.
BOARD NOMINATION RIGHTS AGREEMENTBoard Nomination Rights Agreement • March 30th, 2021 • SOC Telemed, Inc. • Services-misc health & allied services, nec • Delaware
THIS BOARD NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2021 (the “Effective Time”), by and among SOC Telemed, Inc., a Delaware corporation (the “Company”), and Christopher Gallagher, M.D. (the “Designee”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Purchase Agreement (as defined below).
