Enhabit, Inc. Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2023 • Enhabit, Inc. • Services-home health care services • New York
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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ENCOMPASS HEALTH CORPORATION AND ENHABIT, INC. DATED AS OF JUNE 30, 2022
Employee Matters Agreement • July 5th, 2022 • Enhabit, Inc. • Services-home health care services

This EMPLOYEE MATTERS AGREEMENT, dated as of June 30, 2022 (this “Agreement”), is by and between Encompass Health Corporation, a Delaware corporation (“Encompass”), and Enhabit, Inc., a Delaware corporation (“Enhabit”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 5th, 2022 • Enhabit, Inc. • Services-home health care services • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of June 30, 2022 (this “Agreement”), is by and between Encompass Health Corporation, a Delaware corporation (“Encompass”), and Enhabit, Inc., a Delaware corporation (“Enhabit”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Encompass and Enhabit (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ENCOMPASS HEALTH CORPORATION AND ENHABIT, INC.
Separation and Distribution Agreement • July 5th, 2022 • Enhabit, Inc. • Services-home health care services • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 30, 2022 (this “Agreement”), is by and between Encompass Health Corporation, a Delaware corporation (“Encompass”), and Enhabit, Inc., a Delaware corporation and a direct wholly owned subsidiary of Encompass (“Enhabit”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

TAX MATTERS AGREEMENT BY AND BETWEEN ENCOMPASS HEALTH CORPORATION and ENHABIT, INC. DATED AS OF JUNE 30, 2022
Tax Matters Agreement • July 5th, 2022 • Enhabit, Inc. • Services-home health care services • Delaware

This TAX MATTERS AGREEMENT, dated as of June 30, 2022 (this “Agreement”), is by and between Encompass Health Corporation, a Delaware corporation (“Encompass”) and Enhabit, Inc., a Delaware corporation formerly named “Encompass Health Home Health Holdings, Inc.” (“Enhabit”) (together, the “Companies,” and each, a “Company”).

Contract
Restricted Stock Award Agreement • June 9th, 2022 • Enhabit, Inc. • Services-home health care services

This document is part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. This document may be used only in connection with our offer and sale of the securities hereunder. You cannot use this document to offer or sell the securities that you acquire hereunder to anyone else. A paper version of this document and the other documents constituting the complete prospectus are available upon request by contacting the Human Resources department.

SECOND AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 15th, 2024 • Enhabit, Inc. • Services-home health care services

THIS SECOND AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “Amendment”) is effective September 1, 2023 (the “Effective Date”), by and among Encompass Health Corporation, a Delaware corporation (the “Encompass Health”), and Enhabit, Inc., a Delaware corporation (“Enhabit”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 28th, 2023 • Enhabit, Inc. • Services-home health care services • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 27, 2023 (this “Amendment”), is made among ENHABIT, INC., a Delaware corporation (the “Borrower”), the Subsidiaries party hereto (the “Subsidiary Guarantors” and, together with the Borrower, the “Credit Parties”), the lenders party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as the collateral agent for the Lenders (in such capacity, the “Collateral Agent”).

Contract
Restricted Stock Unit Agreement • June 9th, 2022 • Enhabit, Inc. • Services-home health care services • Delaware

This document is part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. This document may be used only in connection with our offer and sale of the securities hereunder. You cannot use this document to offer or sell the securities that you acquire hereunder to anyone else. A paper version of this document and the other documents constituting the complete prospectus are available upon request by contacting the Human Resources department.

COOPERATION AGREEMENT
Cooperation Agreement • March 30th, 2023 • Enhabit, Inc. • Services-home health care services • Delaware

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2023, by and among Enhabit, Inc., a Delaware corporation (the “Company”), Cruiser Capital Master Fund LP and Cruiser Capital Advisors, LLC (collectively with their Affiliates, “Cruiser”), and Harbour Point Capital Management LP (collectively with its Affiliates, “Harbour Point”, and collectively with Cruiser, the “Investor Group”, and each of Cruiser and Harbour Point, individually, as “Investor”). The Company, Cruiser and Harbour Point are each herein referred to as a “party” and collectively, the “parties” (except as otherwise provided in Sections 4 and 5). Capitalized terms used herein shall have the meanings set forth in Section 16 of this Agreement.

FORM OF RESTRICTIVE COVENANTS AGREEMENT
Restrictive Covenants Agreement • June 9th, 2022 • Enhabit, Inc. • Services-home health care services

This RESTRICTIVE COVENANTS AGREEMENT (“Agreement”) is entered into as of ________, ____ (the “Effective Date”), by and between Advanced Homecare Management, LLC., on behalf of itself, and its current, past, and future parents, subsidiaries, and other corporate affiliates, and its or their successors or assigns (collectively the “Company”), and the undersigned employee (“Employee”). The Company and Employee shall be referred to herein individually as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 14th, 2023 • Enhabit, Inc. • Services-home health care services

THIS FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “Amendment”) is effective June 30, 2023 (the “Effective Date”), by and among Encompass Health Corporation, a Delaware corporation (the “Encompass Health”), and Enhabit, Inc., a Delaware corporation (“Enhabit”).

LIMITED WAIVER
Limited Waiver • October 2nd, 2023 • Enhabit, Inc. • Services-home health care services • New York

THIS LIMITED WAIVER (this “Limited Waiver”), dated as of September 29, 2023, by and between Enhabit, Inc., a Delaware corporation (the “Borrower”), Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), and the undersigned Lenders.

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