a2royalbankofcanadarbcam






                                                                           [EXECUTION]          AMENDMENT NO. 2 TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS          AMENDMENT NO. 2 TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, dated   as of July 2, 2019 (this "Amendment No. 2"), is by and among EHEALTH, INC., a Delaware corporation   ("eHealth" or "Holdings"), EHEALTHINSURANCE SERVICES, INC., a Delaware corporation   ("eHealth Insurance"), WEALTH, HEALTH AND LIFE ADVISORS, LLC, a Texas limited liability   company ("GoMedigap" and together with eHealth and eHealth Insurance, individually and collectively,   the "Borrower"), PLANPRESCRIBER, INC., a Delaware corporation ("PlanPrescriber" or  "Guarantor"), ROY AL BANK OF CANADA, as administrative agent for the Lenders (in such capacity,   including any successor thereto, the "Administrative Agent"), and each lender from time to time party to   the Credit Agreement (collectively, the "Lenders" and individually, a "Lender").                                      WITNESSETH:          WHEREAS, Administrative Agent, Lenders, Borrower, Guarantor and others have entered into   financing arrangements pursuant to which Lenders ( or Administrative Agent on behalf of Lenders) have   made and may make loans and advances and provide other financial accommodations to Borrower as set   forth in the Credit Agreement, dated as of September 17, 2018 as amended by Amendment No. 1 to   Credit Agreement and Other Loan Documents dated as of October 16, 2018 (as the same now exists and   is amended hereby or may hereafter be further amended, modified, supplemented, extended, renewed,  restated, amended and restated, refinanced or replaced, the "Credit Agreement") and the other Loan  Documents;          WHEREAS, Borrower and Guarantor have requested that Lenders agree to make certain  amendments to the Credit Agreement and the Security Agreement, and Lenders are willing to agree to  make such amendments, subject to the terms and on the conditions set forth herein;          WHEREAS, by this Amendment No. 2, Administrative Agent, Lenders, Borrower and Guarantor   intend to evidence such amendments;          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants  contained herein, the parties hereto agree as follows:          1.  Definitions.                 (a) Additional Definitions. Section 1.1 of the Credit Agreement is hereby amended to   include, in addition and not in limitation, each of the following definitions:                        (i) "Amendment No. 2" shall mean Amendment No. 2 to Credit Agreement and  Other Loan Documents dated as of July 2, 2019 by and among Borrower, Guarantor, Administrative  Agent and Lenders, as the same now exists or may hereafter be amended, modified, supplemented,  extended, renewed, restated, restructured, refinanced or replaced.                       (ii) "Amendment No. 2 Effective Date" means the date on which all conditions  precedent to the effectiveness of Amendment No. 2 have been satisfied.                 (b) Amendment to Definitions. The definition of "Capitalized Leases" in Section 1.] of  the Credit Agreement is hereby amended by deleting such definition in its entirety and replacing it with  the following:    5642613.7  





 






                    "Capitalized Leases" means all leases that have been or are required to be, in                      accordance with GAAP (without giving effect to ASC 842), recorded as                      capitalized leases; provided that for all purposes hereunder the amount of                      obligations under any Capitalized Lease shall be the amount thereof accounted                      for as liability in accordance with GAAP (without giving effect to ASC 842).                      Notwithstanding anything to the contrary contained in the Loan Documents, only                      those leases (assuming for purposes hereof that all such leases were in existence                      on the Effective Date) that would constitute Capitalized Leases (including leases                      that are classified as "Financing Leases" for purposes of GAAP) in conformity                      with GAAP on the Effective Date shall be considered to be Capitalized Leases."                ( c) Interpretation. For purposes of this Amendment No. 2, all terms used herein which  are not otherwise defined herein, including, but not limited to, those terms used in the recitals hereto, shall  have the respective meanings assigned thereto in the Credit Agreement as amended by this Amendment  No.2.         2.  Section 9. l(b) of Credit Agreement (Liens). Section 9.l(b) of the Credit Agreement is hereby  amended by deleting such Section in its entirety and replacing it with the following: "(b) (i) Liens on cash  collateral in an amount not to exceed $4,046,744 which secures the Indebtedness permitted by Section  9 .3(b )(ii), and (ii) Liens existing on the date hereof and set forth on Schedule 9. l (b );"         3.  Section 9.3(b) of Credit Agreement {Indebtedness). Section 9.3(b)(ii) of the Credit  Agreement is hereby amended by deleting "$2,183,230" and replacing it with "$3,678,858."         4.  Section 3.0I(a) of Security Agreement (Security Interest). Section 3.0l(a) of the Security  Agreement is hereby amended by deleting clause (iv) from the definition of"Excluded Property"  contained in the proviso to such Section and replacing it with the following:                       "(iv)(A) any deposit accounts specifically and exclusively used for payroll,               payroll taxes, workers' compensation or unemployment compensation, pension benefits               and other similar expenses to or for the benefit of any Grantor's employees and accrued               and unpaid employee compensation (including salaries, wages, benefits and expense               reimbursements, (B) any deposit accounts specifically and exclusively used for any taxes               required to be collected or withheld (including, without limitation, sales taxes) for which               any Grantor may become liable, (C) (i) any deposit accounts specifically and exclusively               used to hold cash collateral pledged in favor of a Person other than the Agent, Collateral               Agent or a Lender so long as such pledge of cash collateral constitutes a Lien permitted               by Section 9.1 of the Credit Agreement and (ii) any cash collateral maintained in any               deposit described in clause (C)(i) above, and (D) deposit accounts (including the               Excluded GoMedicap Account but excluding any Material Bank Account) with an               aggregate value, or having funds credited thereto with an aggregate value, of less than               $2,000,000 as of the close of business of each Business Day;"         5.  Schedule Ill to Credit Agreement (Existing Letters of Credit). Schedule Ill to the Credit  Agreement is hereby amended by deleting such Schedule in its entirety and replacing with Exhibit A  attached hereto.         6.  Representations and Warranties. Each Loan Party, jointly and severally, represents and  warrants to the Agents and the Lenders as follows:                (a) Each of this Amendment No. 2 and the other documents, agreements and instruments   5642613.7                                  2  





 






executed by any Loan Party in connection herewith, if any (collectively, together with this Amendment  No. 2, the "Amendment Documents") has been duly executed and delivered by each Loan Party that is a  party hereto and is the legally valid and binding obligation of such Loan Party, enforceable against such  Loan Party in accordance with its respective terms, except as enforcement may be limited by Debtor  Relief Laws, principles of equity and principles of good faith and fair dealing.                (b) The execution, delivery, and performance by such Loan Party of each Amendment  Document to which it is a party do not and will not (i) contravene the terms of such Loan Party's  Constituent Documents, (ii) result in any breach or contravention of, or the creation of any Lien upon any  of the property or assets of such Loan Party (other than as permitted by Section 9.1 of the Credit  Agreement) under (A) any Contractual Obligation to which such Loan Party is a party or affecting such  Loan Party or the properties of such Loan Party or any of its Subsidiaries or (B) any order, injunction,  writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its  property is subject; or (iii) violate any applicable Law; except with respect to any breach, contravention or  violation (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such breach,  contravention or violation could not reasonably be expected to have, individually or in the aggregate, a  Material Adverse Effect.                ( c) The execution, delivery, and performance by each Loan Party of each Amendment  Document to which it is a party have been duly authorized by all necessary action on the part of such  Loan Party.                ( d) The execution, delivery and performance by each Loan Party of each Amendment  Document to which it is a party and the consummation of the transactions contemplated thereby do not  and will not require any registration with, consent, or approval of, or notice to, or other action with or by,  any Governmental Authority, other than registrations, consents, approvals,  notices, or other actions that  have been obtained and that are still in force and effect.                ( e) No Default or Event of Default shall have occurred and is continuing.                (f) All of the representations and warranties set forth in the Credit Agreement and the  Security Agreement as amended hereby, and the other Loan Documents, are true and correct in all  material respects after giving effect to the provisions of this Amendment No. 2, except to the extent any  such representation or warranty is made as of a specified date, in which case such representation or  warranty shall have been true and correct in all material respects as of such date ( except that such  materiality qualifier shall not be applicable to any representations and warranties that already are qualified  by materiality in the text thereof).         7.  Conditions Precedent. This Amendment No. 2 shall be effective upon the satisfaction of each  of the following conditions precedent:                (a) Administrative Agent shall have received counterparts of this Amendment No. 2,  duly authorized, executed and delivered by Borrower, Guarantor and Requisite Lenders; and                (b) No Default or Event of Default shall have occurred and be continuing.         8.  General.                (a) Effect of this Amendment. Except as expressly provided herein, no other consents,  waivers, changes or modifications to the Loan Documents are intended or implied, and in all other  respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto   5642613.7                                  3  





 






as of the date hereof.                (b) Governing Law. The validity of this Amendment No. 2, the construction,  interpretation, and enforcement hereof and thereof, the rights of the parties hereto with respect to all  matters arising hereunder or related hereto, and any claims, controversies or disputes arising hereunder or  related hereto shall be determined under, governed by, and construed in accordance with the laws of the  State of New York.                (c) Binding Effect. This Amendment No. 2 shal1 bind and inure to the benefit of the  respective successors and permitted assigns of each of the parties hereto.                ( d) Counterparts, etc. This Amendment No. 2 may be executed in any number of  counterparts and by different parties on separate counterparts, each of which, when executed and  delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but  one and the same Amendment No. 2. Delivery of an executed counterpart of this Amendment No. 2 by  telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an  original executed counterpart of this Amendment No. 2. Any party delivering an executed counterpart of  this Amendment No. 2 by telefacsimile or other electronic method of transmission also shall deliver an  original executed counterpart of this Amendment No. 2 but the failure to deliver an original executed  counterpart shall not affect the validity, enforceability, and binding effect of this Amendment No. 2.                (e) Loan Document. This Amendment No. 2 shall be a Loan Document.    5642613.7                                  4  





 






       IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly  executed and delivered by their authorized officers as of the day and year first above written.                                              EHEALTH, INC.                                                    _l)a_Yf;i t: lhv1c1j                                              By:   r· ··                                                   Name: David Francis                                                   Title: Chief Operating Officer                                               EHEALTHINSURANCE SERVICES, INC .                                                    .l)trFitlK. rttJl!C/J                                              By:                                                   Name: David Francis                                                   Title: Chief Operating Officer                                               WEALTH, HEALTH AND LIFE ADVISORS, LLC                                                    z>arh( K. 1ta11?1J                                             By:                                                   Name: David Francis                                                   Title: Manager                                               PLANPRESCRIBER, INC.                                                    :awi« K..1t«11c1j                                             By:                                                   Name: David Francis                                                   Title: Chief Financial Officer and Treasurer                                          Amendment No. 2 to Credit Agreement and Other Loan Documents (cHcallh)  





 






ROY AL     BANK OF       CANADA,  as Administrative Agent   By:         Name:         Helena Sadowski         Title:                       Manager, Agency      Amendment No.    2 to Credit Agreement and Other Loan Documents                                                            (..:Health)  





 






 ROYAL BANK OF   CANADA, as Lender    By:       Nam~       Title: Attorney In Fact     By:       Name:   Anna Bernat       Title: Attorney In Fact       Atnendmeht No. 2 to Credit Agreement and Other Loan Documents                                          (eHcaith)  





 






                            Exhibit A to Amendment No. 2                                to Credit Agreement and                                 Other Loan Documents                                       Schedule III                                 Existing Letters of Credit                                          Letter of        Undrawn     Issuer          Beneficiar~     Credit Number      Face Amount       Exgin,: Date  Silicon Valley  Augustine Bowers   SVBSF012744        $1,459,214        May 2, 2019     Bank              LLC  Silicon Valley   Ascentris- l 16B, SVBSF01261 l        $575,000        July 15, 2019     Bank              LLC  Silicon ValJey   340 Middlefield   SVBSF007386         $149,016        April IO, 2019     Bank              LLC  Silicon Valley    Home Point           TBD            $71,986.38           TBD     Bank             Financial                    Corporation  Silicon Valley     Precedent           TBD            $823,641.15          TBD     Bank             Lakeside                  Acquisitions, LLC  Silicon Valley       TBD               TBD           Not to exceed         TBD     Bank                                                $600,000                                           Amendment No. 2 to Credit Agreement and Other Loan Documents                                                                                (eHealth)