Form of Underwriting AgreementUnderwriting Agreement • May 6th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • November 28th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VERSCEND TECHNOLOGIES, INC., REY MERGER SUB, INC. AND COTIVITI HOLDINGS, INC. JUNE 19, 2018Agreement and Plan of Merger • June 22nd, 2018 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 19, 2018, is entered into by and among Cotiviti Holdings, Inc., a Delaware corporation (the "Company"), Verscend Technologies, Inc., a Delaware corporation ("Parent"), and Rey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").
Executive Employment AgreementExecutive Employment Agreement • February 22nd, 2018 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Employment Agreement (the “Agreement”), entered into on May 15, 2015, is by and between Jonathan Olefson (the “Executive”) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the “Employer”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [·], 20[·] between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
FIRST LIEN LOAN GUARANTYJoinder Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
THIS FIRST LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (“Holdings”), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings and the Subsidiary Parties, collectively, the “Loan Guarantors”) and Goldman Sachs Bank USA, in its capacity as administrative agent and collateral agent for the lenders party the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
June 19, 2018Cotiviti Holdings, Inc. • July 26th, 2018 • Services-business services, nec • Connecticut
As you may know, Cotiviti Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will become a direct or indirect wholly-owned subsidiary of Verscend Technologies, Inc. (“Parent”) or one of its affiliates (the “Merger”). We are pleased to inform you that, in connection with the Merger, the Company has determined that you are eligible to receive a cash bonus in accordance with the terms and conditions set forth in this letter agreement.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 10th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 3, 2016 between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and David Swift (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
FIRST LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL...Intercreditor Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
FIRST LIEN CREDIT AGREEMENT, dated as of May 14, 2014 (this “Agreement”), by and among Connolly Parent, Inc., a Delaware corporation (“NewCo2”), which upon the effectiveness of the Parent Merger (as defined below) will be merged with and into Connolly Corporation, a Delaware corporation (“Connolly Corp.”), Bluefin Tuna Merger Sub, Inc., a Delaware corporation (“Merger Sub”), which upon the effectiveness of the Target Merger (as defined below), will be merged with and into iHealth Technologies, Inc., a Georgia corporation (the “Target”), which will be converted to a corporation organized under the laws of Delaware on the Closing Date, Bluefin Tuna Finance Sub 1, Inc., a Delaware corporation (“Finance Sub 1”), which upon the effectiveness of the Finance Sub 1 Merger (as defined below), will be merged with and into Connolly International Holdings, Inc., a Delaware corporation (“Connolly International”), and Bluefin Tuna Finance Sub 2, Inc., a Delaware corporation (“Finance Sub 2”), which
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 18, 2015 (this “Amendment”) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the “Top Borrower”) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this Amendment.
Strident Superholding, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT EXAMPLE ONLYNonqualified Stock Option Award Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”), is made effective as of DATE, (the “Date of Grant”) by and between Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.), a Delaware corporation (the “Company”), and EXAMPLE ONLY (the “Participant”).
FORM OF UNDERWRITING AGREEMENT] Cotiviti Holdings, Inc. Common StockUnderwriting Agreement • March 6th, 2017 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
The stockholders named in Schedule II-A and II-B hereto (the “Selling Stockholders”) of Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,050,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF COTIVITI HOLDINGS, INC. Dated as of June 1, 2016Stockholders Agreement • June 3rd, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Second Amended and Restated Stockholders Agreement (this “Agreement”) of Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), is entered into as of June 1, 2016, by and among (i) the Company, (ii) the Advent Stockholders (as hereinafter defined), (iii) the Rollover Stockholders (as hereinafter defined) and (iv) the Other Stockholders (as hereinafter defined) from time to time party hereto. This Agreement shall become effective immediately prior to the consummation of the initial Public Offering.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of May 27, 2015 (this “Amendment”) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the “Top Borrower”), IHEALTH TECHNOLOGIES, INC., a Delaware corporation, CONNOLLY INTERNATIONAL HOLDINGS, INC., a Delaware corporation and CONNOLLY, LLC, a Delaware limited liability company as borrowers (each, a “Borrower” and together with the Top Borrower, the “Borrowers”), CONNOLLY INTERMEDIATE, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Top Borrower, as Subsidiary Guarantors, the Lenders under the Credit Agreement immediately prior to the First Amendment Effective Date party hereto, each Consenting Lender (as defined below), the Replacement Lender (as defined below) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Cred
SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL...Intercreditor Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
SECOND LIEN CREDIT AGREEMENT, dated as of May 14, 2014 (this “Agreement”), by and among Connolly Parent, Inc., a Delaware corporation (“NewCo2”), which upon the effectiveness of the Parent Merger (as defined below) will be merged with and into Connolly Corporation, a Delaware corporation (“Connolly Corp.”), Bluefin Tuna Merger Sub, Inc., a Delaware corporation (“Merger Sub”), which upon the effectiveness of the Target Merger (as defined below), will be merged with and into iHealth Technologies, Inc., a Georgia corporation (the “Target”), which will be converted to a corporation organized under the laws of Delaware on the Closing Date, Bluefin Tuna Finance Sub 1, Inc., a Delaware corporation (“Finance Sub 1”), which upon the effectiveness of the Finance Sub 1 Merger (as defined below), will be merged with and into Connolly International Holdings, Inc., a Delaware corporation (“Connolly International”), and Bluefin Tuna Finance Sub 2, Inc., a Delaware corporation (“Finance Sub 2”), which
FIRST AMENDMENT AGREEMENTCredit Agreement • May 3rd, 2017 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of April 7, 2017 (this “First Amendment”), by and among COTIVITI CORPORATION, a Delaware corporation as a borrower (the “Top Borrower”), COTIVITI DOMESTIC HOLDINGS, INC., a Delaware corporation (a “Borrower” and together with the Top Borrower, the “Borrowers”), COTIVITI INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Top Borrower, as Subsidiary Guarantors, the Lenders under the Credit Agreement immediately prior to the First Amendment Effective Date (as defined below) party hereto, each Consenting Lender (as defined below), the Replacement Lender (as defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this First Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this First Amendment.
June 19, 2018Cotiviti Holdings, Inc. • July 26th, 2018 • Services-business services, nec • Georgia
As you may know, Cotiviti Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will become a direct or indirect wholly-owned subsidiary of Verscend Technologies, Inc. (“Parent”) or one of its affiliates (the “Merger”). We are pleased to inform you that, in connection with the Merger, the Company has determined that you are eligible to receive a cash bonus in accordance with the terms and conditions set forth in this letter agreement.
COTIVITI HOLDINGS, INC. Form of Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”), effective as of [·], 2016 (the “Date of Grant”).
RECITALSFirst Lien Credit Agreement • November 10th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of September 28, 2016 (this “Agreement”), by and among Cotiviti Corporation (formerly known as “Connolly Corporation”), a Delaware corporation (“Cotiviti Corp.”) and Cotiviti Domestic Holdings, Inc., a Delaware corporation (“Cotiviti Domestic Holdings”), as borrowers, Cotiviti Intermediate Holdings, Inc. (formerly known as “Connolly Intermediate, Inc.”), a Delaware corporation (“Holdings”), the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPM”), in its capacities as the Swingline Lender and as administrative agent for the Lenders and collateral agent for the Secured Parties (in its capacities as administrative agent and collateral agent, the “Administrative Agent”) and as an Issuing Bank, SunTrust Robinson Humphrey, Inc. (“SunTrust”), as a joint lead arranger, SunTrust Bank as an Issuing Bank, Royal Bank of Canada (“RBC”), as an Issuing Bank, and JPM, SunTrust, Goldman Sachs Bank USA, Barclays Bank PLC, C
COTIVITI HOLDINGS, INC. 2016 Equity Incentive Plan Form of Stock Option Award AgreementStock Option Award Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Stock Option Award Agreement (this “Agreement”) is made by and between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”), effective as of [·] (the “Date of Grant”).
