Item 1.01 Entry into a Material Definitive Agreement.






Merger Agreement

On February 2, 2022, SOC Telemed, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of funds advised by Patient Square Capital.

The Company's Board of Directors (the "Board") has unanimously approved the Merger Agreement and, subject to certain exceptions set forth in the Merger Agreement, resolved to recommend that the Company's stockholders adopt the Merger Agreement.

As a result of the Merger, each share of Class A common stock, par value $0.0001 per share, of the Company ("Common Stock") outstanding immediately prior to the effective time of the Merger (the "Effective Time") (subject to certain exceptions, including shares of Common Stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will, at the Effective Time, automatically be converted into the right to receive $3.00 in cash (the "Merger Consideration"), without any interest and subject to applicable withholding taxes.

Pursuant to the Merger Agreement, as of the Effective Time:

? each option to purchase shares of Common Stock that is vested as of the

Effective Time and that is outstanding as of immediately prior to the Effective

Time will, provided that such option has a per share exercise price less than

the Merger Consideration, automatically and without any required action on the

part of the holder thereof, be canceled and converted into the right to receive

an amount in cash, without interest, equal to (i) the total number of shares of

Common Stock underlying such vested stock option multiplied by (ii) the excess

of (A) the Merger Consideration over (B) the per share exercise price for such

vested stock option, subject to applicable withholding taxes;

? each option to purchase shares of Common Stock that is not vested as of the

Effective Time and that is outstanding as of immediately prior to the Effective

Time will, provided that such option has a per share exercise price less than

the Merger Consideration, automatically and without any required action on the

part of the holder thereof, be canceled and replaced with a new award to be

issued by Parent or one of its affiliates following the Effective Time;

? any option to purchase shares of Common Stock, whether vested or unvested as of

the Effective Time, that has a per share exercise price that is equal to or

greater than the Merger Consideration will be canceled for no consideration;

? each restricted stock unit held by a non-employee director of the Company that

is outstanding as of immediately prior to the Effective Time will,

automatically and without any required action on the part of the holder

thereof, be canceled and converted into the right to receive an amount in cash,

without interest, equal to (i) the total number of shares of Common Stock

underlying such restricted stock unit multiplied by (ii) the Merger

Consideration, subject to applicable withholding taxes;

? each restricted stock unit (other than those held by a non-employee director of

the Company) that is not vested and is outstanding as of immediately prior to

the Effective Time will, automatically and without any required action on the

part of the holder thereof, be canceled and replaced with a new award to be

issued by Parent or one of its affiliates following the Effective Time;

? each performance-based restricted stock unit that is outstanding as of

immediately prior to the Effective Time and for which the applicable

performance condition has been satisfied as of immediately prior to the

Effective Time will, automatically and without any required action on the part

of the holder thereof, be canceled and converted into the right to receive an

amount in cash, without interest, equal to (i) the total number of shares of

Common Stock underlying such performance-based restricted stock unit multiplied

by (ii) the Merger Consideration, subject to applicable withholding taxes; and

? each performance-based restricted stock unit that is outstanding as of

immediately prior to the Effective Time and for which the applicable

performance condition has not been satisfied as of immediately prior to the

Effective Time will be canceled for no consideration.






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Following the date of the Merger Agreement, except for the offering under the Company's 2020 Employee Stock Purchase Plan (the "Company ESPP") in effect as of the date of the Merger Agreement, no offering under the Company ESPP will be authorized or commenced after the date of the Merger Agreement, no new participants will commence participation in the Company ESPP after the date of the Merger Agreement, no participant in the Company ESPP will be permitted to increase his or her payroll contribution rate in effect as of the date of the Merger Agreement or make separate non-payroll contributions on or following the date of the Merger Agreement, the accumulated contributions of each participant will be used to purchase shares of Common Stock prior to the Effective Time in accordance with the Company ESPP, after which all purchase rights under the Company ESPP will be terminated, and the Company ESPP will terminate effective as of (and subject to the occurrence of) the Effective Time.

In addition, as of the Effective Time, each warrant to purchase shares of Common Stock that is outstanding as of immediately prior to the Effective Time will, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a warrant to purchase shares of Common Stock and become a warrant exercisable for Merger Consideration.

If the Merger is consummated, the Company's Common Stock and warrants to purchase shares of Common Stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").





Closing Conditions

Completion of the Merger is subject to certain closing conditions, including (1) the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of Common Stock, (2) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the absence of any order, injunction or law prohibiting the Merger, (4) the accuracy of the other party's representations and warranties, subject to certain materiality standards set forth in the Merger Agreement, (5) compliance in all material respects with the other party's obligations under the Merger Agreement, and (6) each party having received from the other party a certificate confirming that the relevant conditions have been satisfied with respect to that party. The parties expect the transaction to close in the second quarter of 2022.





Go Shop; No Solicitation

Until 11:59 p.m. (New York time) on March 4, 2022 (the "Go Shop Period"), the Company has the right to, among other things, (1) solicit alternative acquisition proposals, (2) provide information (including non-public information) to third parties in connection therewith pursuant to an acceptable confidentiality agreement, and (3) initiate or continue discussions with third parties in connection therewith. From and after 11:59 p.m. (New York time) on March 4, 2022, the Company must comply with customary non-solicitation restrictions. Subject to certain customary "fiduciary out" exceptions, the Board is required to recommend that the Company's stockholders adopt the Merger Agreement.





Termination and Fees

Either the Company or Parent may terminate the Merger Agreement in certain circumstances, including if (1) the Merger is not completed by August 2, 2022, subject to certain limitations, (2) a court of competent jurisdiction has issued a final, non-appealable injunction prohibiting the consummation of the Merger, (3) the Company's stockholders fail to adopt the Merger Agreement, and (4) the other party breaches its representations, warranties or covenants in the Merger Agreement such that certain conditions would not be satisfied, subject in certain cases, to the right of the breaching party to cure the breach. Parent and the Company may also terminate the Merger Agreement by mutual written consent.

If the Merger Agreement is terminated in certain other circumstances, including by the Company in order to enter into a superior proposal or by Parent because the Board withdraws its recommendation in favor of the Merger, the Company would be required to pay Parent a termination fee of $11,493,750; provided that a lower fee of $7,662,500 will apply with respect to a termination to enter into a superior proposal during the Go Shop Period.





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In addition, if the Merger Agreement is validly terminated (1) by Parent for the Company's breach of its representations, warranties or covenants in the Merger Agreement such that certain conditions would not be satisfied, subject in certain cases, to the right of the Company to cure the breach, (2) by either party if the Company's stockholders fail to adopt the Merger Agreement or (3) because the Merger Agreement is not completed by August 2, 2022 (subject to certain limitations), the Company will be required to pay Parent the termination fee if, within 12 months after termination of the Merger Agreement, the Company enters into an alternative acquisition proposal that was made prior to the termination of the Merger Agreement.





Financing

Concurrently with the execution of the Merger Agreement, a fund managed by Patient Square Capital (the "Patient Square Fund") has entered into an equity commitment letter pursuant to which, among other things, it has committed to invest, directly or indirectly, a cash amount in Parent for purposes of the consummation of the transactions contemplated by the Merger Agreement, subject to the terms and conditions set forth therein. The Company is a third-party beneficiary with respect to certain enforcement rights under the equity commitment letter. In addition, and also concurrently with the execution of the Merger Agreement, the Patient Square Fund has entered into a limited guaranty in favor of the Company, pursuant to which it has agreed, among other things, to guarantee certain obligations that may be owed by Parent and Merger Sub pursuant to the Merger Agreement, subject to the terms and conditions set forth in such limited guaranty.

Other Terms of the Merger Agreement

The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to conduct its business in all material respects in the ordinary course during the period between the date of the Merger Agreement and the completion of the Merger. The parties have agreed to use reasonable best efforts to take all actions necessary to consummate the Merger, including cooperating to obtain the regulatory approvals necessary to complete the Merger.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. A copy of the Merger Agreement has been included to provide Company stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about the Company, Parent, Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by Company stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Company stockholders or other security holders. Company stockholders and other security holders are not third-party beneficiaries under the Merger Agreement (except, following the Effective Time, with respect to the right of Company stockholders to receive the Merger Consideration, the right of holders of Company equity awards to receive the consideration provided for such equity awards pursuant to the Merger Agreement and the right of holders of Company warrants to receive the Merger Consideration upon the proper exercise of a warrant pursuant to its terms) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The Merger Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the Merger, the Company, Parent, Merger Sub, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the Proxy Statement (as defined below) that the Company will file, as well as in the public reports that the Company will make with the U.S. Securities and Exchange Commission (the "SEC"). . . .

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits.




Exhibit No.   Description

2.1+            Agreement and Plan of Merger, dated as of February 2, 2022, by and
              among SOC Telemed, Inc., Spark Parent, Inc. and Spark Merger Sub, Inc.

99.1            Form of Voting and Support Agreement, dated as of February 2, 2022, by
              and among Spark Parent, Inc., SOC Telemed, Inc. and the stockholder
              party thereto.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

+ Certain exhibits and schedules to this exhibit have been omitted in accordance

with Regulation S-K Item 601(a)(5). The registrant hereby agrees to furnish

supplementally a copy of any omitted exhibit or schedule to the SEC upon its


   request.




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