Common use of Liquidity Rights Clause in Contracts

Liquidity Rights. (a) If, on such date that is three years and six months (3.5 years) after the Closing Date (such date, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have exceeded $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the “Liquidity Right Threshold”) occurring during the 180 days prior to the Liquidity Right Measurement Date (the “Measurement Period”) and (ii) the Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Investors shall have the rights, subject to the limitations, set forth in this Section 3.1 with respect to shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such time. In the foregoing event, the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all of the shares of Common Stock owned by the Investors on the date of such notice (a “Liquidity Notice”). The Liquidity Notice shall set forth the names of the Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Liquidity Right Expiration Date”). If no such Liquidity Notice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in such Liquidity Notice shall have no further rights under this Section 3.1.

Liquidity Rights. (a) IfSection 5 (Exercise of the EAR) of the 2019 Agreement is hereby deleted and replaced in its entirety as follows: “Exercise of the EAR. Any unexercised, on such date that is three years vested and six months (3.5 years) after non-forfeited portion of the Closing Date (such dateEAR shall be exercised automatically upon the occurrence of a Change in Control or Corporate Transaction. Notwithstanding the foregoing, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have exceeded $10.00 per share Company Board (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations receipt of the written consent of NMP V) may in its sole discretion permit earlier exercise of any vested and other capital changes or similar events) on each Trading Day during any consecutive 10non-Trading Day period (forfeited portion of the “Liquidity Right Threshold”) occurring during EAR upon the 180 days prior to the Liquidity Right Measurement Date (the “Measurement Period”) request of CCH and (ii) (x) in the Investors event that 100% of Annual Target III is achieved by December 31, 2022, (y) neither CCH nor any of its applicable Affiliates has terminated the CCA or SOW No. 7 either for convenience or in connection with a Change in Control of Vendor (as defined in Section 13.4 of the CCA) (any such termination, a “Termination Event”) prior to the applicable NMP Selldown Event (as defined below) and their Affiliates Beneficially Own no less than four (z) the NMP Entities have received the full amount of the NMP Preference Amount from the sale or 114475094_15 transfer of equity securities of Signify Health, if any NMP Entity sells or otherwise transfers all or any portion of the equity securities of Signify Health held by such NMP Entity to a Third Party (after receiving the NMP Preference Amount in full), including, for the avoidance of doubt, through public sale(s) on the open market (any such sale or transfer, “NMP Selldown Event”), CCH shall have the right to exercise that portion of the unexercised, vested and ninenon-tenths forfeited portion of the EAR equal to the NMP Selldown Percentage (i.e., if the NMP Selldown Percentage is equal to ten percent (4.910%), CCH shall have the right to exercise ten percent (10%) of the outstanding Common Stockthen-unexercised, vested and non-forfeited portion of the Investors EAR). For the avoidance of doubt, if a Termination Event occurs prior to any NMP Selldown Event, CCH’s right to exercise a portion of the EAR pursuant to the immediately preceding clause (ii) in connection with such NMP Selldown Event shall automatically be forfeited with no further obligation on the Company in respect thereof; provided, that any portion of the EAR previously exercised in connection with any NMP Selldown Event(s) that occurred prior to the Termination Event shall not be affected by this forfeiture. Notwithstanding anything to the contrary contained herein, if a NMP Selldown Event (i) results in the NMP Entities receiving aggregate proceeds in excess of the NMP Preference Amount (when taken together with proceeds of any other NMP Selldown Events), or (ii) occurs after the date on which the NMP Entities have received the full amount of the NMP Preference Amount but prior to the date on which 100% of Annual Target III is achieved, then CCH shall have the rightsright to exercise a portion of the unexercised, subject vested and non-forfeited portion of the EAR proportionate to the limitationsNMP Selldown Percentage but only following the date upon which 100% of Annual Target III is achieved. For the avoidance of doubt, set forth if a Change in this Section 3.1 with Control or Corporate Transaction occurs and the Fair Market Value of the Equity on the Exercise Date is less than the Base Threshold, the remaining portion of the EAR shall automatically be cancelled without any payment being made or owed in respect to shares of Common Stock purchased or otherwise acquired thereof pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such time. In the foregoing event, the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all terms of the shares of Common Stock owned by the Investors on the date of such notice (a “Liquidity Noticethis Agreement.”). The Liquidity Notice shall set forth the names of the Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Liquidity Right Expiration Date”). If no such Liquidity Notice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in such Liquidity Notice shall have no further rights under this Section 3.1.

Liquidity Rights. (a) If, on such date that is three years and six months (3.5 years) after the Closing Date (such date, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have exceeded $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the “"Liquidity Right Threshold”") occurring during the 180 days prior to the Liquidity Right Measurement Date (the “"Measurement Period”") and (ii) the Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Investors shall have the rights, subject to the limitations, set forth in this Section 3.1 with respect to shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such time. In the foregoing event, the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all of the shares of Common Stock owned by the Investors on the date of such notice (a “Liquidity Notice”). The Liquidity Notice shall set forth the names of the Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Liquidity Right Expiration Date”). If no such Liquidity Notice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in such Liquidity Notice shall have no further rights under this Section 3.1.

Liquidity Rights. Holder, the Holder's Estate or a Holder's Trust (acollectively for purposes of this Agreement, the "Selling Entity") Ifshall have the right, on such date that is three years and for a period of six months after the Termination Event, to hire an investment bank reasonably acceptable to the Company for a period not to exceed six months (3.5 yearsreasonable out of pocket fees and expenses incurred in connection with a registration (but excluding underwriting discounts and commissions, legal counsel fees and expenses, transfer taxes and any other related fees and expenses) after will be borne by the Closing Date (such date, Company) to arrange for the “Liquidity Right Measurement Date”) (i) the Closing Sale Price sale of all or any portion of the Common Stock shall not have exceeded $10.00 per share held by the Holder; provided, however, that if the Selling Entity receives an Offer from a third party (subject an "Offeror") which the Selling Entity wishes to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the “Liquidity Right Threshold”) occurring during the 180 days prior to the Liquidity Right Measurement Date (the “Measurement Period”) and (ii) the Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stockaccept, the Investors Selling Entity shall have cause the rights, subject Offer to be reduced to writing and shall notify the limitations, set forth Company and Blackstone in this Section 3.1 with respect writing of his/its wish to accept the Offer. The Selling Entity's notice shall contain an irrevocable offer to sell such shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such time. In the foregoing event, the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire and Blackstone (in the manner set forth below) at a purchase price equal to liquidate some the price contained in, and on the same terms and conditions of, the Offer, and shall be accompanied by a true copy of the Offer (which shall identify the Offeror). At any time within 30 days after the date of the receipt by the Company and Blackstone of the Selling Entity's notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Common Stock owned covered by the Investors Offer either (i) at the same price and on the date of such notice same terms and conditions as the Offer or (a “Liquidity Notice”). The Liquidity Notice shall set forth ii) if the names Offer includes any consideration other than cash, then at the sole option of the Investors participating Company, at the equivalent all cash price, determined in good faith by the Board, by delivering a certified bank check or checks in the appropriate amount (and any such Liquidity Notice and non-cash consideration to be paid) to the number Selling Entity at the principal office of the Company against delivery of certificates or other instruments representing the shares of Common Stock they wish to liquidateso purchased, appropriately endorsed by the Selling Entity. It is hereby understood and agreed In the event that the Investors may submit only one Liquidity Notice and any such notice Company does not exercise its right to purchase the shares of Common Stock within 20 days after the receipt of the Offer, Blackstone shall be delivered have the right to purchase the shares of Common Stock on the same terms as set forth above with respect to the Company no later than 5:00 PM Eastern Standard Time on for a subsequent 10 day period. If at the tenth end of such 30 day period (10th) 20 day (orright of first refusal for Company and 10 day right of first refusal for Blackstone), if neither the Company nor Blackstone has tendered the purchase price for such day is not a Business Dayshares in the manner set forth above, the next Business Day thereafter) following Selling Entity may during the Liquidity Right Measurement Date (succeeding 60 day period sell not less than all of the “Liquidity Right Expiration Date”). If no such Liquidity Notice is delivered shares of Common Stock covered by the Offer to the Company Offeror at a price and on or prior terms no less favorable to the Liquidity Right Expiration DateHolder than those contained in the Offer. Promptly after such sale, the Investors Holder shall have no further rights, and notify the Company and Blackstone of the consummation thereof and shall have no further obligations, under this Section 3.1. In addition, if a Liquidity Notice is timely delivered, any Investor that has not participated in furnish such Liquidity Notice shall have no further rights under this Section 3.1evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company.