FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT is entered into as of December 21, 2017, and is amended and restated as of June 22, 2018, among CHLOE OX INTERMEDIATE 3, LLC (F.K.A OX PARENT, LLC), a Delaware limited liability company (“Holdings” or “Buyer 1”), CHLOE OX PARENT, LLC, a Delaware limited liability company (the “Borrower” or “Buyer 2”)), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (the “Collateral Agent”) and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
SIGNIFY HEALTH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of February 12, 2021 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is made among Signify Health, Inc., a Delaware corporation (the “Company”); the shareholders listed on Schedule A hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall Assign any rights hereunder in accordance with Section 4.5 (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT is entered into as of December 21, 2017, and is amended and restated as of June 22, 2018, and is further amended as of April 23, 2019, December 9, 2019 and November 17, 2020, among CURE INTERMEDIATE 3, LLC (F.K.A CHLOE OX INTERMEDIATE 3, LLC and OX PARENT, LLC), a Delaware limited liability company (“Holdings” or “Buyer 1”), SIGNIFY HEALTH, LLC (F.K.A. CHLOE OX PARENT, LLC and CURE BORROWER, LLC), a Delaware limited liability company (the “Borrower” or “Buyer 2”)), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (the “Collateral Agent”) and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CURE TOPCO, LLC Dated as of February 12, 2021Limited Liability Company Agreement • February 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF CURE TOPCO, LLC, a Delaware limited liability company (the “Company”), dated as of February 12, 2021, by and among the Company, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
CREDIT AGREEMENT Dated as of June 22, 2021, among CURE INTERMEDIATE 3, LLC, as Holdings, SIGNIFY HEALTH, LLC, as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE...Credit Agreement • June 22nd, 2021 • Signify Health, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT is entered into as of June 22, 2021 among CURE INTERMEDIATE 3, LLC, a Delaware limited liability company (“Holdings”), SIGNIFY HEALTH, LLC, a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto from time to time, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent (the “Collateral Agent”), Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
CREDIT AGREEMENT Dated as of December 21, 2017 among CHLOE OX INTERMEDIATE 3, LLC, as Holdings, CHLOE OX PARENT, LLC, as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral...Assignment and Assumption • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT is entered into as of December 21, 2017, among CHLOE OX INTERMEDIATE 3, LLC (F.K.A OX PARENT, LLC), a Delaware limited liability company (“Holdings” or “Buyer 1”), CHLOE OX PARENT, LLC, a Delaware limited liability company (the “Borrower” or “Buyer 2”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (the “Collateral Agent”) and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
AMENDED AND RESTATED INCENTIVE UNIT AGREEMENTIncentive Unit Agreement • May 5th, 2022 • Signify Health, Inc. • Services-home health care services • Delaware
WHEREAS, pursuant to that certain Reorganization Agreement, dated as of February 10, 2021 (the “Reorganization Agreement”), by and among Cure TopCo, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other parties thereto, the parties thereto engaged in the Reorganization Transactions (as defined in the Reorganization Agreement) in connection with the IPO (as defined in the Cure TopCo LLC Agreement (as defined below));
Cure Aggregator, LLCTerms Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
We are pleased to present you with this Incentive Unit Award Agreement, with the terms and conditions as set forth below (the “Supplemental Provisions”) and in Annex A, which are incorporated into the Supplemental Provisions by reference (the “Terms Agreement,” collectively with the Supplemental Provisions, this “Unit Agreement”) between yourself, as the Grantee, Cure Aggregator, LLC (formerly known as Chloe Ox Aggregator, LLC), a Delaware limited liability company (the “Company”), and Cure TopCo, LLC (formerly known as Chloe Ox Holdings, LLC), a Delaware limited liability company (“Holdings”), which shall be effective as of the Date of Grant.
TAX RECEIVABLE AGREEMENT among SIGNIFY HEALTH, INC., CURE TOPCO, LLC, and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2021, is hereby entered into by and among Signify Health, Inc., a Delaware corporation (the “Corporate Taxpayer”), Cure TopCo, LLC, a Delaware limited liability company (“OpCo”), each of the undersigned parties and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1. Capitalized Terms. The following capitalized terms, as used in this...Incentive Unit Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
AMENDMENT NO. 1 TO THEAppreciation Fee Right Agreement • March 3rd, 2022 • Signify Health, Inc. • Services-home health care services
THIS AMENDMENT NO. 1 (this “Amendment”) to the 2020 Equity Appreciation Fee Right Agreement (the “2020 Agreement”), dated as of September 28, 2020, by and between Cure TopCo, LLC, a Delaware limited liability company (the “Company”), and Collaborative Care Holdings, LLC, a Delaware limited liability company (“CCH”; and together with the Company, the “Parties”), is being entered into by the Parties effective as of this 31st day of December, 2021 (the “Effective Date”), in accordance with Section 19 of the 2020 Agreement. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the 2020 Agreement.
SIGNIFY HEALTH, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • February 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
AGREEMENT, dated as of February 12, 2021 (“Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a “Holder,” and together, the “Holders”) and Signify Health, Inc. (“Pubco”).
INCENTIVE UNIT AWARD AND CONTRIBUTION AGREEMENTIncentive Unit Award and Contribution Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
THIS INCENTIVE UNIT AWARD AND CONTRIBUTION AGREEMENT (this “Unit Agreement”), effective as of the date of grant set forth on Exhibit 1 hereto (the “Date of Grant”), is between Chloe Ox Holdings, LLC, a Delaware limited liability company (the “Chloe”), Chloe Ox Aggregator, LLC, a Delaware limited liability company (the “Company”) and the individual whose name is set forth on Exhibit 1 hereto (the “Grantee”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Chloe LLC Agreement (as defined below).
Signify Health, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • February 27th, 2023 • Signify Health, Inc. • Services-home health care services • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among NEW REMEDY CORP. REMEDY ACQUISITION, L.P. and THE OTHER STOCKHOLDERS (AS DEFINED HEREIN) Dated as of November 26, 2019Stockholders’ Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Predecessor Stockholders’ Agreement is hereby amended and restated in its entirety as follows:
EQUITY APPRECIATION FEE RIGHT AGREEMENTEquity Appreciation Fee Right Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
This Equity Appreciation Fee Right Agreement (this “Agreement”) is entered into this 20th day of December, 2019 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the “Company”), and Collaborative Care Holdings, LLC, a limited liability company organized under the laws of Delaware (“CCH”), and sets forth the terms of an award to CCH of an Equity Appreciation Fee Right (the “EAR”) intended to serve as an incentive to CCH and its affiliate, United HealthCare Services, Inc. (“UHS”), to provide certain data and minimum purchase commitments to further enable the Company’s operations and to perform under a Clinical Consultant Agreement, dated as of March 30, 2015, by and between Signify Health, LLC (“Signify”), a wholly-owned indirect subsidiary of the Company, and UHS, together with any statements of work delivered or entered into pursuant to the terms thereof (as amended as of the date hereof and as may be a
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of May 15, 2020 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company (the “Company”), and David Pierre (the “Executive” and, together with the Company, the “Parties” and each a “Party”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This THIRD AMENDMENT dated as of December 9, 2019 (this “Third Amendment”) to the Credit Agreement referred to below by and among Cure Intermediate 3, LLC (f/k/a Chloe Ox Intermediate 3, LLC), a Delaware limited liability company (“Holdings”), Cure Borrower, LLC (f/k/a Signify Health, LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto (the “2019 Incremental Revolving Credit Lenders”) and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This Employment Agreement (the “Agreement”), is made and entered into as of April 23, 2018, by and between Chloe Ox Holdings, LLC, a Delaware limited liability company (the “Company”), and Bradford Kyle Armbrester (the “Executive”).
Contract14 Incentive Unit Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
Signify Health, Inc. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • May 12th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Non-Qualified Stock Options (the “Options”) granted to the Participant under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This FIFTH AMENDMENT dated as of December 7, 2020 (this “Fifth Amendment”) to the Credit Agreement referred to below by and among Cure Intermediate 3, LLC (f/k/a Chloe Ox Intermediate 3, LLC and Ox Parent, LLC), a Delaware limited liability company (“Holdings”), Signify Health, LLC (f/k/a Chloe Ox Parent, LLC and Cure Borrower, LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors from time to time party hereto, the lenders party hereto (the “December 2020 Incremental Term Lenders”) and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Administrative Agent”).
DELIVERED VIA EMAIL December 31, 2021 Collaborative Care Holdings, LLC 11000 Optum Circle Eden Prairie, MN 55344 E-mail: troy.borca@optum.com Attention: Troy Borca With a copy to: OptumInsight, Inc. 11000 Optum Circle Eden Prairie, MN 55344 E-mail:...Signify Health, Inc. • March 3rd, 2022 • Services-home health care services • Delaware
Reference is made to (i) that certain Equity Appreciation Fee Right Agreement (as amended, restated or otherwise modified from time to time, the “2019 EAR”), dated as of December 20, 2019, by and between Cure TopCo, LLC, a Delaware limited liability company (the “Company”), and Collaborative Care Holdings, LLC, a Delaware limited liability company (“CCH” and, together with the Company, the “Parties”) and (ii) that certain 2020 Equity Appreciation Fee Right Agreement (as amended, restated or otherwise modified from time to time, the “2020 EAR” and, together with the 2019 EAR, the “EARs”), dated as of August 5, 2020, by and between the Company and CCH. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the 2019 EAR, 2020 EAR or SOW No. 7 (as defined below), as applicable.
November 1, 2019 Tad Kendall Dear Tad:Employment Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services
This letter (the “Agreement”) will confirm our offer to you of employment with Remedy BCPI Partners, LLC (the “Company”), under the terms and conditions that follow.
Signify Health, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT (For Employees)Restricted Stock Unit Award Agreement • May 12th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Participant under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTNon-Employee Director Restricted Stock Unit Award Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This Non-Employee Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between Signify Health, Inc. (the “Company”) and the non-employee director whose name appears below (the “Director”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) granted to the Director under the Signify Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).
THIS EQUITY APPRECIATION FEE RIGHT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED TO ANY THIRD-PARTY FINANCING ARRANGEMENT TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS OR MAY BECOME SUBJECT (INCLUDING THE CREDIT AGREEMENT (AS...2020 Equity Appreciation Fee Right Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
This 2020 Equity Appreciation Fee Right Agreement (this “Agreement”) is entered into this 28th day of September, 2020 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the “Company”), and Collaborative Care Holdings, LLC, a limited liability company organized under the laws of Delaware (“CCH”), and sets forth the terms of an award to CCH of an Equity Appreciation Fee Right (the “EAR”) intended to serve as an incentive to CCH and its affiliates including, without limitation, United HealthCare Services, Inc. (“UHS”), to provide certain data and minimum purchase commitments to further enable the Company’s operations and to perform under a Clinical Consultant Agreement, dated as of March 30, 2015, by and between Signify Health, LLC (“Signify”), a wholly-owned indirect subsidiary of the Company, and UHS, together with any statements of work delivered or entered into pursuant to the terms thereof (as amended
Dear [Name]Terms Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
We are pleased to present you with this Incentive Unit Award and Contribution Agreement, with the terms and conditions as set forth below (the “Supplemental Provisions”) and in Annex A, which are incorporated into the Supplement Provisions by reference (the “Terms Agreement,” collectively with the Supplemental Provisions, this “Unit Agreement”) between yourself, as the Grantee, and Chloe Ox Holdings, LLC, a Delaware limited liability company (“Chloe”) and Chloe Ox Aggregator, LLC, a Delaware limited liability company (the “Company”), which shall be effective as of the Date of Grant.
the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1. Capitalized Terms. The following capitalized terms, as used in this...12 Incentive Unit Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
SIGNIFY HEALTH, INC. AMENDED AND RESTATED NOTICE OF SUBSTITUTE NON-STATUTORY STOCK OPTION GRANTSubstitute Non-Statutory Stock Option Grant • March 3rd, 2022 • Signify Health, Inc. • Services-home health care services • Delaware
The Signify Stock Options were granted in connection with the initial public offering of Signify Class A Shares (the “Signify IPO”) and the entry into that certain Agreement and Plan of Merger, dated as of February 12, 2021, by and among the Company, New Remedy Corp., a Delaware corporation (“New Remedy”) and Merger Sub 2, Inc., a Delaware corporation (the “New Remedy Merger Agreement”), pursuant to which each outstanding stock option to purchase shares of Class A common stock, par value $0.001, of New Remedy (“New Remedy Class A Shares”) previously granted to the Participant under the terms of the New Remedy Corp. Amended and Restated 2019 Equity Incentive Plan (the “New Remedy Plan”) was assumed by the Company and converted into a Signify Stock Option, and is subject to the terms set forth in this Notice and the Agreement.
REORGANIZATION AGREEMENTReorganization Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • New York
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of [ ], 2021, is entered into by and among (a) Cure TopCo, LLC, a Delaware limited liability company (the “Company”); (b) New Remedy Corp., a Delaware corporation (“New Remedy”); New Mountain Partners V (AIV-C), L.P., a Delaware limited partnership (“NMP AIV”); New Mountain Partners V (AIV-C2), L.P., a Delaware limited partnership (“NMP AIV-C2”); Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator LLC”); TTCP Executive Fund – CA, LLC, a Delaware limited liability company, HV Special Situations Fund L.P. (UAW), a Delaware limited partnership and THV COH Blocker Corp., a Delaware corporation (each entity set forth in this clause (b), a “Pre-IPO LLC Member” and, together, the “Pre-IPO LLC Members”) and (c) Signify Health, Inc., a Delaware corporation (“Pubco”).
REORGANIZATION AGREEMENTReorganization Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of February 10, 2021, is entered into by and among (a) Cure TopCo, LLC, a Delaware limited liability company (the “Company”); (b) New Remedy Corp., a Delaware corporation (“New Remedy”); New Mountain Partners V (AIV-C), L.P., a Delaware limited partnership (“NMP AIV”); Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator LLC”); TTCP Executive Fund – CA, LLC, a Delaware limited liability company, HV Special Situations Fund L.P. (UAW), a Delaware limited partnership and THV COH Blocker Corp., a Delaware corporation (each entity set forth in this clause (b), a “Pre-IPO LLC Member” and, together, the “Pre-IPO LLC Members”) and (c) Signify Health, Inc., a Delaware corporation (“Pubco”).
the Aggregator LLC Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1. Capitalized Terms. The following capitalized terms, as used in this...11 Incentive Unit Agreement • March 25th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
SIGNIFY HEALTH, INC. AMENDED AND RESTATED NOTICE OF SUBSTITUTE NON-STATUTORY STOCK OPTION GRANTStock Option Grant • May 5th, 2022 • Signify Health, Inc. • Services-home health care services • Delaware
The Signify Stock Options were granted in connection with the initial public offering of Signify Class A Shares (the “Signify IPO”) and the entry into that certain Agreement and Plan of Merger, dated as of February 12, 2021, by and among the Company, New Remedy Corp., a Delaware corporation (“New Remedy”) and Merger Sub 2, Inc., a Delaware corporation (the “New Remedy Merger Agreement”), pursuant to which each outstanding stock option to purchase shares of Class A common stock, par value $0.001, of New Remedy (“New Remedy Class A Shares”) previously granted to the Participant under the terms of the New Remedy Corp. Amended and Restated 2019 Equity Incentive Plan (the “New Remedy Plan”) was assumed by the Company and converted into a Signify Stock Option, and is subject to the terms set forth in this Notice and the Agreement.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • California
This Severance Agreement and General Release (the “Agreement”) is hereby entered into as of January 19, 2021 by and between Peter Tad Kendall (“Executive”) and Remedy BPCI Partners, LLC, a Delaware limited liability company (the “Company”).
