CIVITAS SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2015 • Civitas Solutions, Inc. • Services-home health care services • New York
Certain stockholders of Civitas Solutions, Inc., a Delaware corporation (the “Company”), named in Schedule II-A hereto (the “Vestar Selling Stockholders”) and Schedule II-B hereto (the “Management Selling Stockholders”, and together with the Vestar Selling Stockholders, the “Selling Stockholders”) propose to sell to the Underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an aggregate of [3,000,000] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, certain of the Selling Stockholders propose to grant the Underwriters an option to purchase up to an aggregate of 450,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling S
CIVITAS SOLUTIONS, INC. FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2015 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2015, between Civitas Solutions, Inc., a Delaware corporation (the “Company”), and NMH Investment, LLC, a Delaware limited liability company (“Holdings”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
AMENDMENT TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • September 17th, 2015 • Civitas Solutions, Inc. • Services-home health care services
THIS AMENDMENT TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Amendment”) is made as of [ ], 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Securityholders Agreement (as amended or modified from time to time in accordance with its terms, the “Securityholders Agreement”), dated as of September 16, 2014, by and among of NMH Investment, LLC, a Delaware limited liability company (the “Company”), Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership, Vestar/NMH Investors, LLC, a Delaware limited liability company, the parties identified as Employees on the signature pages thereto and the other parties signatory thereto.
AMENDMENT TO SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 17th, 2015 • Civitas Solutions, Inc. • Services-home health care services
THIS AMENDMENT TO SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is made as of [ ], 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Seventh Amended and Restated Limited Liability Company Agreement (as amended or modified from time to time in accordance with its terms, the “LLC Agreement”) of NMH Investment, LLC (the “Company”), dated as of September 16, 2014.
