—] Shares PERFORMANT FINANCIAL CORPORATION COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2013 • Performant Financial Corp • Services-miscellaneous business services • New York
The undersigned understands that Goldman, Sachs & Co. and Morgan Stanley & Co. LLC propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Performant Financial Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and Performant Financial Corporation and its Subsidiaries signatory hereto from time to time as Borrowers Dated as of...Credit Agreement • November 1st, 2023 • Performant Financial Corp • Services-miscellaneous business services
THIS CREDIT AGREEMENT, is entered into as of October 27, 2023 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), PERFORMANT FINANCIAL CORPORATION, a Delaware corporation (“Performant Financial Corporation”), PERFORMANT BUSINESS SERVICES, INC., a Nevada corporation, PERFORMANT RECOVERY, INC., a California corporation and PERFORMANT TECHNOLOGIES, LLC, a California limited liability company (each a “Borrower”, collectively, “Borrowers”), and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each
CREDIT AGREEMENT Dated as of December 17, 2021, among PERFORMANT FINANCIAL CORPORATION, as the Borrower, the Guarantors from time to time party hereto, the Lenders from time to time party hereto, and MUFG UNION BANK, N.A., as Administrative Agent MUFG...Credit Agreement • December 20th, 2021 • Performant Financial Corp • Services-miscellaneous business services • New York
THIS CREDIT AGREEMENT is entered into as of December 17, 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the several financial institutions from time to time party to this Agreement as Lenders, and MUFG UNION BANK, N.A., a national banking association, as Administrative Agent as provided herein.
10,525,000 Shares1 Performant Financial Corporation Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2021 • Performant Financial Corp • Services-miscellaneous business services • New York
Performant Financial Corporation, a Delaware corporation (the “Company”)”)propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,525,000 shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to 1,578,750 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.” .
First Amendment to Credit AgreementCredit Agreement • March 17th, 2023 • Performant Financial Corp • Services-miscellaneous business services • New York
THIS CREDIT AGREEMENT is entered into as of December 17, 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the several financial institutions from time to time party to this Agreement as Lenders, and MUFG UNION BANK, N.A., a national banking association, as Administrative Agent as provided herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2012 • Performant Financial Corp • Services-miscellaneous business services • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 20 , between Performant Financial Corporation, a Delaware corporation (the “Corporation”), and (“Indemnitee”),
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2024 • Performant Financial Corp • Services-miscellaneous business services • California
This Employment Agreement (the “Agreement”) is entered into by and between Performant Financial Corporation, a Delaware corporation (the “Company”) and Rohit Ramchandani (the “Executive”) dated as of April 26, 2024.
REPURCHASE AGREEMENTRepurchase Agreement • July 3rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Delaware
This REPURCHASE AGREEMENT (this “Agreement”) is made as of July 3, 2012, by and among (i) Performant Financial Corporation, a Delaware corporation (the “Company”), and (ii) Jon D. Shaver (the “Investor”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Delaware
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
AMENDED AND RESTATED FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 28th, 2021 • Performant Financial Corp • Services-miscellaneous business services • Minnesota
THIS AMENDED AND RESTATED FIFTH AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of May 24, 2021, is by and among Performant Business Services, Inc., a Nevada corporation (“PBS”) and Premiere Credit of North America, LLC, an Indiana limited liability company (“Premiere”, and collectively with PBS, the “Borrower”), Performant Financial Corporation, Performant Recovery, Inc., Performant Technologies, LLC and Healthcare Billing Administrators, LLC (collectively with the Borrower, the “GCA Parties”) and ECMC Group, Inc., a Delaware non-profit corporation (the “Lender”).
—] Shares PERFORMANT FINANCIAL CORPORATION COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2013 • Performant Financial Corp • Services-miscellaneous business services • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG PREMIER HEALTHCARE EXCHANGE, INC., PERFORMANT FINANCIAL CORPORATION, PROJECT PHOENIX MERGER SUB, INC. and TODD ROBERTI, AS STOCKHOLDER REPRESENTATIVE Dated as of January 28, 2015Agreement and Plan of Merger • January 29th, 2015 • Performant Financial Corp • Services-miscellaneous business services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2015 (the “Agreement”), by and among Performant Financial Corporation, a Delaware corporation (“Parent”), Project Phoenix Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Premier Healthcare Exchange, Inc., a Delaware corporation (the “Company”), and Todd Roberti, the representative of the stockholders of the Company for certain purposes described herein (the “Stockholder Representative”). Capitalized terms used in this Agreement shall have the meanings assigned to them in Article I, or in the applicable Section of this Agreement to which reference is made in Article I.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Massachusetts
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2004 by and between Diversified Collection Services, Inc., a Nevada corporation (the “Company”), and Parthenon Capital, LLC, a Delaware limited liability company (“Parthenon”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • August 1st, 2016 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 5 TO CREDIT AGREEMENT ("Amendment") is dated as of July 26, 2016, and is entered into by and among PERFORMANT BUSINESS SERVICES, INC. (formerly known as DCS Business Services, Inc.), a Nevada corporation ("Borrower"), the Lenders (as defined in the Credit Agreement as hereafter defined) party hereto, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 25th, 2016 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 4 TO CREDIT AGREEMENT ("Amendment") is dated as of February 19, 2016, and is entered into by and among PERFORMANT BUSINESS SERVICES, INC. (formerly known as DCS Business Services, Inc.), a Nevada corporation ("Borrower"), the Lenders (as defined in the Credit Agreement as hereafter defined) party hereto, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Nevada
DIVERSIFIED COLLECTION SERVICE, INC., a California corporation (“Corporation”), hereby employs by this Employment Agreement dated as of April 15, 2002 LISA IM (“Employee”) and Employee hereby agrees to work for Corporation upon the following terms and conditions.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 13th, 2017 • Performant Financial Corp • Services-miscellaneous business services • Minnesota
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 29, 2017 (the “Amendment”), is by and among Performant Business Services, Inc., a Nevada corporation (the “Borrower”) and ECMC Group, Inc., a Delaware non-profit corporation (the “Lender”).
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • May 9th, 2017 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 8 TO CREDIT AGREEMENT ("Amendment") is dated as of May 3, 2017, and is entered into by and among PERFORMANT BUSINESS SERVICES, INC. (formerly known as DCS Business Services, Inc.), a Nevada corporation ("Borrower"), the Lenders (as defined in the Credit Agreement as hereafter defined) party hereto, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
ContractPerformant Financial Corp • August 17th, 2017 • Services-miscellaneous business services • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.
SECOND AMENDMENT TOCredit Agreement • August 10th, 2018 • Performant Financial Corp • Services-miscellaneous business services • Minnesota
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August __, 2018 (the “Amendment”), is by and among Performant Business Services, Inc., a Nevada corporation (the “Borrower”) and ECMC Group, Inc., a Delaware non-profit corporation (the “Lender”).
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • March 28th, 2017 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 7 TO CREDIT AGREEMENT ("Amendment") is dated as of March 22, 2017, and is entered into by and among PERFORMANT BUSINESS SERVICES, INC. (formerly known as DCS Business Services, Inc.), a Nevada corporation ("Borrower"), the Lenders (as defined in the Credit Agreement as hereafter defined) party hereto, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • California
DIVERSIFIED COLLECTION SERVICES, INC., a California corporation (“Corporation”) hereby employs JON D. SHAVER (“Employee”) and Employee hereby agrees to work for Corporation upon the following terms and conditions.
CREDIT AGREEMENT dated as of March 19, 2012 among DCS BUSINESS SERVICES, INC., as Borrower, THE LENDERS PARTY HERETO, as Lenders, MADISON CAPITAL FUNDING LLC, as Agent and Lead Arranger, ING CAPITAL LLC, as Syndication AgentCredit Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Illinois
This Credit Agreement (“Agreement”) dated as of March 19, 2012 among DCS Business Services, Inc., a Nevada corporation (“Borrower”), the financial institutions party hereto from time to time (“Lenders”), Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders and as Lead Arranger and ING Capital LLC, as Syndication Agent.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [—], 2012 by and among Performant Financial Corporation, a Delaware corporation f/k/a DCS Holdings, Inc. (the “Company”), the Persons listed from time to time on the Investor Registrable Securities Schedule attached hereto (each, an “Investor,” and collectively, the “Investors”), each of the Persons listed from time to time on the Other Registrable Securities Schedule attached hereto and each of the other holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart signature page to this Agreement. Capitalized terms used but not otherwise defined herein are defined in Section 10.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • Performant Financial Corp • Services-miscellaneous business services • Minnesota
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of March 21, 2019, is by and among Performant Business Services, Inc., a Nevada corporation (the “Borrower”), and ECMC Group, Inc., a Delaware non-profit corporation (the “Lender”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT)Credit Agreement • March 13th, 2015 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (INCREMENTAL AMENDMENT) (“Amendment”) is dated as of June 28, 2012, and is entered into by and among DCS BUSINESS SERVICES, INC., a Nevada corporation (“Borrower”), the Lenders (as defined in the Credit Agreement as hereafter defined) providing the June 2012 Requested Term B Loan Increase (as hereafter defined) on the date hereof, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
CREDIT AGREEMENT dated as of August 7, 2017 between PERFORMANT BUSINESS SERVICES, INC., as Borrower, and ECMC GROUP, INC., as LenderCredit Agreement • August 9th, 2017 • Performant Financial Corp • Services-miscellaneous business services • Minnesota
This Credit Agreement ("Agreement") dated as of August 7, 2017 between Performant Business Services, Inc., a Nevada corporation ("Borrower"), and ECMC Group, Inc., a Delaware non-profit corporation (“Lender”).
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • July 30th, 2012 • Performant Financial Corp • Services-miscellaneous business services • California
This Change of Control Severance Agreement is made this day of , 2003, by and between DCS Business Services, Inc., a Nevada corporation (the “Company”), and (the “Employee”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • October 31st, 2016 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 6 TO CREDIT AGREEMENT ("Amendment") is dated as of October 27, 2016, and is entered into by and among PERFORMANT BUSINESS SERVICES, INC. (formerly known as DCS Business Services, Inc.), a Nevada corporation ("Borrower"), the Lenders (as defined in the Credit Agreement as hereafter defined) party hereto, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
PERFORMANT FINANCIAL CORPORATION CHANGE IN CONTROL AND SEVERANCE AGREEMENTPerformant Financial • May 1st, 2024 • Performant Financial Corp • Services-miscellaneous business services • California
This Change in Control Severance Agreement (this “Agreement”) is made and entered into effective as of April 26, 2024 (the “Effective Date”), by and between Simeon Kohl (“Executive”) and Performant Financial Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
Personal and Confidential April 13, 2012Personal and Confidential • July 23rd, 2012 • Performant Financial Corp • Services-miscellaneous business services
Re: Termination of the Advisory Services Agreement dated January 8, 2004, by and among Diversified Collection Services, Inc. (the “Company”), an indirect subsidiary of Performant Financial Corporation (the “Parent”), and PCP Managers, LLC (as successor to Parthenon Capital, LLC) (“Parthenon”), as amended by that certain Amendment to the Advisory Agreement dated as of March 19, 2012 (altogether, the “Agreement”). Unless noted otherwise, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 10th, 2014 • Performant Financial Corp • Services-miscellaneous business services
This AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment") is dated as of November 4, 2014, and is entered into by and among PERFORMANT BUSINESS SERVICES, INC. (formerly known as DCS Business Services, Inc.), a Nevada corporation ("Borrower"), the Lenders (as defined in the Credit Agreement as hereafter defined) party hereto, and MADISON CAPITAL FUNDING LLC, as Agent for all Lenders.
PERFORMANT FINANCIAL CORPORATION CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 1st, 2024 • Performant Financial Corp • Services-miscellaneous business services • California
This Change in Control Severance Agreement (this “Agreement”) is made and entered into effective as of April 26, 2024 (the “Effective Date”), by and between Rohit Ramchandani (“Executive”) and Performant Financial Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2017 • Performant Financial Corp • Services-miscellaneous business services • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of August 11, 2017, by and between Performant Financial Corporation, a Delaware corporation (the “Company”), and ECMC Group, Inc. (the “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
