Pennant Group, Inc. Sample Contracts

The Pennant Group, Inc. 3,500,000 Shares Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • October 4th, 2024 • Pennant Group, Inc. • Services-health services • New York

Citigroup Global Markets Inc. Truist Securities, Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

THE PENNANT GROUP, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of , 2019, by and between The Pennant Group, Inc., a Delaware corporation (the “Company”), and , an individual (the “Indemnitee”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2024 among THE PENNANT GROUP, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK, as Administrative Agent TRUIST SECURITIES, INC., CITIBANK, N.A., REGIONS CAPITAL...
Credit Agreement • August 1st, 2024 • Pennant Group, Inc. • Services-health services • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of July 31, 2024, by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and TRUIST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).

CREDIT AGREEMENT dated as of [ ● ], 2019 among THE PENNANT GROUP, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BOFA SECURITIES, INC. and REGIONS SECURITIES LLC...
Credit Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • New York

THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of [ ● ], 2019, by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).

MASTER LEASE
Master Lease • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • New York
EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and between The Pennant Group, Inc., a Delaware corporation (“SpinCo”), and The Ensign Group, Inc., a Delaware corporation (“RemainCo” and with SpinCo each, individually, a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Master Separation Agreement, dated as of October 1, 2019, by and between SpinCo and RemainCo (as amended from time to time, the “Distribution Agreement”).

TAX MATTERS AGREEMENT
Tax Matters Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services

THIS TAX MATTERS AGREEMENT is dated as of October 1, 2019, by and among The Ensign Group, Inc. (“Ensign”), a Delaware corporation, by and on behalf of itself and each Affiliate of Ensign (as determined after the Distribution), and The Pennant Group, Inc., a Delaware corporation, and currently a direct, subsidiary of Ensign (“SpinCo”), by and on behalf of itself and each Affiliate of SpinCo (as determined after the Distribution). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement, dated as of October 1, 2019 (the “Separation Agreement”).

MASTER SEPARATION AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as of October 1, 2019
Master Separation Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware

This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 1, 2019, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”) and THE PENNANT GROUP, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Ensign (“Pennant”). Ensign and Pennant are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

TRANSITION SERVICES AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as of October 1, 2019
Transition Services Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware

THIS TRANSITION SERVICES AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 1, 2019, by and between The Ensign Group, Inc., a Delaware corporation (“Ensign”), and The Pennant Group, Inc., a Delaware corporation (“Pennant”). Ensign and Pennant are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Separation Agreement.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 5th, 2025 • Pennant Group, Inc. • Services-health services • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2025, is entered into by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, each 2025-1 Incremental TLA Lender (as defined herein) party hereto and TRUIST BANK, as administrative agent for the Lenders (as defined herein) (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement (defined below) and used herein shall have the respective meanings given to such terms in the Credit Agreement.

CREDIT AGREEMENT dated as of October 1, 2019 among THE PENNANT GROUP, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BOFA SECURITIES, INC. and REGIONS SECURITIES...
Credit Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • New York

THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 1, 2019, by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2024 among THE PENNANT GROUP, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK, as Administrative Agent TRUIST SECURITIES, INC., CITIBANK, N.A., REGIONS CAPITAL...
Credit Agreement • November 5th, 2025 • Pennant Group, Inc. • Services-health services • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of July 31, 2024, by and among THE PENNANT GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and TRUIST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).

FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • October 2nd, 2025 • Pennant Group, Inc. • Services-health services

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated as of October 1, 2025, is made and entered into by and among UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), Cornerstone Healthcare, Inc., a Nevada corporation (“Equity Buyer”), Tensaw River Healthcare LLC, a Nevada limited liability company (“Asset Buyer” and, together with Equity Buyer, “Buyer”), The Pennant Group, Inc., a Delaware corporation (“Guarantor”), and each of the Sellers. Each capitalized term that is used but not defined in this Amendment shall have the meaning ascribed to that term in the Purchase Agreement.

Exhibit No. 10.2 July 25, 2022 The Pennant Group, Inc.
Restricted Stock Unit Agreement • July 29th, 2022 • Pennant Group, Inc. • Services-health services
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Purchase Agreement • December 17th, 2025 • Pennant Group, Inc. • Services-health services

The following unaudited pro forma condensed combined financial information and notes thereto have been prepared by The Pennant Group, Inc. (the “Company” or “Pennant”) in accordance with Article 11 of Regulation S-X in order to give effect to the Transaction (as defined below).

PURCHASE AGREEMENT dated as of April 30, 2025 by and among UNITEDHEALTH GROUP INCORPORATED, AS PARENT, THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS TENSAW RIVER HEALTHCARE LLC, AS ASSET BUYER AND CORNERSTONE HEALTHCARE, INC., AS EQUITY BUYER
Purchase Agreement • August 6th, 2025 • Pennant Group, Inc. • Services-health services • Delaware

THIS PURCHASE AGREEMENT, dated as of April 30, 2025 (this “Agreement”), is entered into by and among Cornerstone Healthcare, Inc., a Nevada corporation (“Equity Buyer”), Tensaw River Healthcare LLC, a Nevada limited liability company (“Asset Buyer” and together with Equity Buyer, “Buyer”), The Pennant Group, Inc., a Delaware corporation, solely for purposes of Section 9.19 (“Guarantor”) UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), and each of the Sellers. Buyer, Parent and Sellers are each sometimes referred to herein each as a “Party” and collectively, the “Parties.”

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE THE PENNANT GROUP, INC.
Restricted Stock Unit Agreement • August 19th, 2019 • Pennant Group, Inc. • Services-skilled nursing care facilities • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between The Pennant Group, Inc. (the “Company”), and the Participant specified above, pursuant to The Pennant Group, Inc. 2019 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”);

CONSULTING AGREEMENT
Consulting Agreement • July 29th, 2022 • Pennant Group, Inc. • Services-health services • Idaho

This Consulting Agreement (“Agreement”), dated as of July 25, 2022 and effective as of August 1, 2022 (the “Effective Date”), is made and entered into by and between Daniel H Walker (“Consultant”) and The Pennant Group, Inc. (“Company”).