THIRD AMENDMENT AND JOINDER
LOAN AND SECURITY AGREEMENT
This Third Amendment and Joinder to Loan and Security Agreement is entered into as of March 25, 2021 (the Amendment) by and among COMERICA BANK (Bank), EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC which was formerly known as Davita DPC Management Company, LLC (Everside), PALADINA MEDICAL GROUP OF NEW JERSEY, P.C., a New Jersey corporation (Paladina New Jersey), PALADINA HEALTH MEDICAL GROUP, PC, a Colorado corporation (Paladina PC), ACTIVATE HEALTHCARE LLC, an Indiana limited liability company (Activate), HEALTHSTAT, INC., a North Carolina corporation (Healthstat), GATEWAY DIRECT PRIMARY CARE JV, LLC, a Delaware limited liability company (Gateway), HEALTHSTAT WELLNESS, INC., a California professional medical corporation (HSW), PALADINA MEDICAL GROUP OF CALIFORNIA, PROFESSIONAL CORPORATION, a California professional corporation (CA PC) and PALADINA DPC HOLDING CO., LLC, a Delaware limited liability company (DPC Holding) and together with Everside, Paladina New Jersey, Paladina PC, Activate, Healthstat, Gateway, HSW, CA PC and DPC Holding each a Borrower and collectively, the Borrowers provided that each reference to Borrower or Borrowers in the Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).
A. Everside, Paladina New Jersey, Paladina PC and Activate (collectively, the Existing Borrowers) and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2018 as amended from time to time including without limitation by that certain First Amendment to Loan and Security Agreement dated May 31, 2019 and that certain Second Amendment and Waiver to Loan and Security Agreement dated April 20, 2020 (as the same may from time to time be further amended, restated, modified or supplemented, the Agreement).
B. Existing Borrowers wish to add each of Healthstat, Gateway, HSW, CA PC and DPC Holding (each a New Borrower and collectively, the New Borrowers) as a Borrower under the Agreement. Bank is willing to do so, on the terms and conditions set forth in this Amendment. Bank and Borrowers also wish to amend the Agreement and enter into the Pricing Addendum in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Paladina Name Change. All references in the Agreement to Paladina Health, LLC shall mean and refer to Everside Health, LLC. Any reference in the Agreements to Paladina, Borrower, Debtor or Grantor or other terms that refer to Paladina Health, LLC shall, effective February 10, 2021, mean and refer to Everside Health, LLC.
| ||2. || |
Addition of Co-Borrowers; Joinder.
| ||2.1. || |
By execution and delivery of this Amendment, each New Borrower shall, and hereby, becomes a Borrower (as defined in the Agreement) under the Agreement and the applicable Loan Documents as if an original signatory thereto effective as of the date hereof. Each New Borrower is hereby deemed a Borrower under the Agreement and the Loan Documents. Each reference to Borrower in the Agreement and/or in each Loan Document shall mean and refer to each of Everside, Paladina New Jersey, Paladina PC, Activate, Healthstat, Gateway, HSW, CA PC and DPC Holding, both individually and collectively, as determined by Bank as the context may require.
| ||2.2. || |
Each New Borrower further: (i) acknowledges and agrees that it has read the Agreement and the Loan Documents, (ii) consents to all of the provisions of the Agreement and the Loan Documents relating to a Borrower, and (iii) acknowledges and agrees that this Amendment and the Agreement have been freely executed without duress and after an opportunity was provided to New Borrower for review of this Amendment by competent legal counsel of its choice.