SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SOC Telemed, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

78472F101

(CUSIP Number)

Harsha G. Marti

General Counsel and Managing Director

Warburg Pincus LLC

450 Lexington Avenue

New York, New York 10017

With a copy to:

William Hughes, Esq.

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, California 94105

(415) 773-5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 1, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS SOC Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	OO

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

2

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS WPXI Finance, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

3

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS WPXI GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

4

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity XI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

5

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus XI Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

6

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus XI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

7

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS WP Global LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	OO

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

8

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)   ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

9

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus Partners GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)   ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	OO

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

10

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	PN

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

11

CUSIP No. 78472F101

1	NAMES OF REPORTING PERSONS Warburg Pincus LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a)  ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		33,874,965
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		33,874,965

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	33,874,965
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.4%(1)
14	TYPE OF REPORTING PERSON
	OO

(1) Based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the public offering to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

12

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 10, 2020 (as amended and supplemented through the date of this Amendment, the “Schedule 13D”), and is being filed jointly on behalf of: (i) SOC Holdings LLC, a Delaware limited liability company (“SOC Holdings”), (ii) WPXI Finance, LP, a Delaware limited partnership (“WPXIF”), (iii) WPXI GP, L.P., a Delaware limited partnership (“WPXIF GP”), (iv) Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WPXI”), (v) Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“WPXI Partners”), (vi) Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”), (vii) WP Global LLC, a Delaware limited liability company (“WP Global”), (viii) Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), (ix) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), (x) Warburg Pincus & Co. (“WP”), a New York general partnership and (xi) Warburg Pincus LLC, a New York limited liability company (“WP LLC”). This Amendment relates to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of SOC Telemed, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D. Except as specifically amended by this Amendment, the Schedule 13D is unchanged.

Item 5. Interest in Securities of the Issuer.

The first sentence of Item 5(a) and (b) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned are based on a total of 98,538,904 shares of Class A Common Stock outstanding, consisting of 90,538,904 shares outstanding as of May 12, 2021, as disclosed in the Issuer’s prospectus dated May 26, 2021, filed with the Commission on May 27, 2021, as adjusted to give effect to the issuance of 8,000,000 shares at the closing on June 1, 2021, of the Issuer’s underwritten public offering (the “Offering”) to which such prospectus relates, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Commission on June 1, 2021.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by inserting the following at the end thereof:

Lock-Up Agreement

In connection with the Offering, SOC Holdings entered into a lock-up agreement (the “Lock-Up Agreement”) in favor of Credit Suisse Securities (USA) LLC, as representative of the several underwriters, pursuant to which SOC Holdings agreed not to sell or otherwise transfer any Class A Common Stock or securities convertible into, exchangeable for or exercisable for Class A Common Stock, subject to certain exceptions, for a period of 90 days after May 26, 2021, the date of the prospectus for the Offering, without the prior written consent of Credit Suisse Securities (USA) LLC.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 6 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 6 Form of Lock-Up Agreement.

13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 3, 2021	SOC HOLDINGS LLC
	By:	Warburg Pincus Private Equity XI, L.P., its managing member
	By:	Warburg Pincus XI, L.P., its general partner
	By:	WP Global LLC, its general partner
	By:	Warburg Pincus Partners II, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WPXI FINANCE, LP
By:	WPXI GP, L.P., its managing general partner
By:	Warburg Pincus Private Equity XI, L.P., its general partner
By:	Warburg Pincus XI, L.P., its general partner
By:	WP Global LLC, its general partner
By:	Warburg Pincus Partners II, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WPXI GP, L.P.
By:	Warburg Pincus Private Equity XI, L.P., its general partner
By:	Warburg Pincus XI, L.P., its general partner
By:	WP Global LLC, its general partner
By:	Warburg Pincus Partners II, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

14

WARBURG PINCUS PRIVATE EQUITY XI, L.P.
By:	Warburg Pincus XI, L.P., its general partner
By:	WP Global LLC, its general partner
By:	Warburg Pincus Partners II, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WARBURG PINCUS XI PARTNERS, L.P.
By:	Warburg Pincus XI, L.P., its general partner
By:	WP Global LLC, its general partner
By:	Warburg Pincus Partners II, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WARBURG PINCUS XI, L.P.
By:	WP Global LLC, its general partner
By:	Warburg Pincus Partners II, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WP GLOBAL LLC
By:	Warburg Pincus Partners II, L.P., its managing member
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WARBURG PINCUS PARTNERS II, L.P.
By:	Warburg Pincus Partners GP LLC, its general partner
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

15

WARBURG PINCUS PARTNERS GP LLC
By:	Warburg Pincus & Co., its managing member

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WARBURG PINCUS & CO.

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Partner

WARBURG PINCUS LLC

By:	/s/ Harsha G. Marti
Name:	Harsha G. Marti
Title:	Managing Director

16

EX-99.6

Exhibit 6

, 2021

SOC Telemed, Inc.

1768 Business Center Drive, Suite 100
Reston, Virginia 20190

Credit Suisse Securities (USA) LLC

As Representative of the several
Underwriters listed in Schedule 1 to the
Underwriting Agreement referred to below

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Ladies and Gentlemen:

The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SOC Telemed, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule A therein (the “Underwriters”) of the Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of Credit Suisse, on behalf of the Underwriters, the undersigned will not, directly or indirectly (or cause any direct or indirect affiliate to), during the period specified in the following paragraph (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, any Common Stock or securities convertible into or exchangeable or exercisable for any Common Stock (including, without limitation, Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), securities which may be issued upon exercise of a stock option or warrant and any Common Stock, options, warrants or other securities convertible into or exchangeable or exercisable for any Common Stock now owned or hereafter acquired by the undersigned (collectively, the “Lock-Up Securities”)), (2) enter into any swap, hedge, option, derivative or other arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended to, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned) or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Securities, in cash or otherwise, (3) exercise any right with respect to the registration of any Lock-Up Securities, or file, cause to be filed or cause to be confidentially submitted, any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”) or (4) publicly disclose the intention to do any of the foregoing. Furthermore, the undersigned confirms that it has furnished Credit Suisse with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by this agreement (this “Lock-Up Agreement”) if it had been entered into by the undersigned during the Lock-Up Period.

The foregoing shall not apply to:

(a) transactions relating to Lock-Up Securities acquired in the open market after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than on Form 5, if such Form 5 is filed after the expiration of the Lock-Up Period) shall be required or shall be voluntarily made in connection with subsequent sales of such Lock-Up Securities acquired in such open market transactions;

(b) transfers of Lock-Up Securities (i) as a bona fide gift or gifts or for bona fide estate planning purposes or (ii) upon death or by will, testamentary document or intestate succession;

(c) transfers of Lock-Up Securities to an immediate family member of the undersigned or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

(d) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, distributions, transfers or dispositions of Lock-Up Securities (i) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned, or (ii) by the undersigned to its stockholders, current or former partners (general or limited), members, beneficiaries or other equity holders, or to the estates of any such stockholders, partners, beneficiaries or other equity holders;

(e) (i) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options, settlement of restricted stock units or other equity awards granted under equity incentive plans described in the registration statement related to the Public Offering (the “Registration Statement”), or the exercise of warrants (including the exercise of warrants in connection with a redemption of such warrants by the Company) outstanding and which are described in the Registration Statement; (ii) transfers of Lock-Up Securities to the Company upon the “net” or “cashless” exercise of stock options or other equity awards granted pursuant to equity incentive plans described in the Registration Statement or warrants (including the exercise of warrants in connection with a redemption of such warrants by the Company) outstanding and which are described in the Registration Statement; or (iii) forfeitures of shares of Lock-Up Securities to the Company to satisfy tax withholding requirements of the undersigned or the Company upon a vesting or settlement event, during the Lock-Up Period, of equity awards granted under equity incentive plans or pursuant to other stock purchase arrangements, in each case described in the Registration Statement; provided that, in each case, the Lock-Up Securities shall continue to be subject to the restrictions on transfer set forth in this Lock Up Agreement, and provided further that, if required, any public report or filing under Section 16(a) of the Exchange Act shall indicate in the footnotes thereto the nature of the transaction;

(f) transfers of Lock-Up Securities that occur by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order; provided that (i) the transferee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement and (ii) any filing required under Section 16(a) of the Exchange Act during the Lock-Up Period shall indicate in the footnotes thereto the nature of the transaction;

(g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that (i) no transfers of Lock-Up Securities occur under such plan during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or shall be voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period; or

(h) transfers of Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control (as defined below) of the Company; provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Lock-Up Agreement;

provided, further, that in the case of any transfer or distribution pursuant to clauses (b), (c) or (d), (i) each donee, trustee, transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement, (ii) such transfers are not dispositions for value and (iii) no public announcement or filing under the Exchange Act regarding such transaction shall be required or shall be voluntarily made by or on behalf of the undersigned or the Company during the Lock-Up Period.

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For purposes of this Lock-Up Agreement, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a “person” (as defined in Section 13(d)(3) of the Exchange Act) or group of persons (other than the Company) of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would become the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the outstanding voting securities of the Company (or the surviving entity).

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 90 days after the date (the “Public Offering Date”) set forth on the cover of the final prospectus (the “Prospectus”) used to sell the Common Stock pursuant to the Underwriting Agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.

The undersigned understands that the Company and the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.

It is understood that if (i) the Company notifies Credit Suisse that it does not intend to proceed with the Public Offering, (ii) the registration statement furnished to or filed with the SEC with respect to the Public Offering is withdrawn prior to the execution of the Underwriting Agreement, (iii) the Underwriting Agreement does not become effective by June 30, 2021, or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, this Lock-Up Agreement shall become null and void and the undersigned will be released from all obligations under this Lock-Up Agreement.

Whether the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Common Stock and the undersigned has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although Credit Suisse may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, Credit Suisse and the other Underwriters are not making a recommendation to you to enter into this Lock-Up Agreement and nothing set forth in such disclosures is intended to suggest that Credit Suisse or any Underwriter is making such a recommendation.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents reasonably necessary in connection with the enforcement thereof. This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

This Lock-Up Agreement may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows.]

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Very truly yours,
Name of Security Holder (Print exact name)
By:
	(Signature)
If not signing in an individual capacity:
Name of Authorized Signatory (Print)
Title of Authorized Signatory (Print)
(indicate capacity of person signing
if signing as custodian, trustee, or
on behalf of an entity)

[Signature Page to SOC Telemed, Inc. Lock-Up Agreement]

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