Common use of Liquidity Rights Clause in Contracts

Liquidity Rights. (a) Following the fourth anniversary of the date hereof, in the event the Corporation has not completed a Qualified IPO, (i) any of DLJ, GSCP or Providence, or (ii) Tyco, together with one of DLJ, GSCP or Providence (a "Section 10 Seller"), may require the Corporation (provided the Corporation does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Shares held by the Section 10 Seller and its Investor Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction"), or otherwise as provided in paragraph (c) below, a sale of the Corporation, whether by means of a sale of all or substantially all of the Shares of the Corporation, a merger, a sale of all or substantially all of the assets of the Corporation, or other business combination transaction to a third party not affiliated with the Investor exercising the Section 10 Offer (the "Acquiror"). (b) A Section 10 Seller may initiate an Auction by delivering written notice to the Corporation and each other Investor (the "Section 10 Notice"), which shall (i) contain an offer (the "Section 10 Offer") by the Section 10 Seller to the Corporation to sell all, but not less than all, of the Shares held by the Section 10 Seller to the Corporation or a third party identified by the Corporation for the greater of (a) the liquidation preference of the Shares and (b) Fair Market Value (the "Section 10 Minimum Price") during the Section 10 Option Period (as defined below) and (ii) shall set forth the Section 10 Minimum Price, as determined in accordance with Section 1.7. Each other Investor shall have a period of 10 days after receipt of the Section 10 Offer to notify the Corporation in writing that it also makes a Section 10 Offer on the same terms as the original Section 10

Liquidity Rights. (a) Following the fourth anniversary Section 5 (Exercise of the date hereofEAR) of the 2020 Agreement is hereby deleted and replaced in its entirety as follows: “Exercise of the EAR. Any unexercised, vested and non-forfeited portion of the EAR shall be exercised automatically upon the occurrence of a Change in Control or Corporate Transaction. Notwithstanding the event the Corporation has not completed a Qualified IPOforegoing, (i) the Company Board (subject to receipt of the written consent of NMP V) may in its sole discretion permit earlier exercise of any vested and non-forfeited portion of DLJ, GSCP or Providence, or the EAR upon the request of CCH and (ii) Tyco(x) in the event that 100% of Target III is achieved during the Target III Measurement Period, together (y) neither CCH nor any of its applicable Affiliates has terminated the CCA or SOW No. 7 either for convenience or in connection with one a Change in Control of DLJ, GSCP or Providence Vendor (a "as defined in Section 10 Seller"), may require the Corporation (provided the Corporation does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all 13.4 of the Shares held by the Section 10 Seller and its Investor Affiliates pursuant to paragraph CCA) (bany such termination, a “Termination Event”) below), to conduct, pursuant prior to the auction process set forth below (the "Auction"), or otherwise as provided in paragraph (c) below, a sale of the Corporation, whether by means of a sale of all or substantially all of the Shares of the Corporation, a merger, a sale of all or substantially all of the assets of the Corporation, or other business combination transaction to a third party not affiliated with the Investor exercising the Section 10 Offer (the "Acquiror"). (b) A Section 10 Seller may initiate an Auction by delivering written notice to the Corporation and each other Investor (the "Section 10 Notice"), which shall (i) contain an offer (the "Section 10 Offer") by the Section 10 Seller to the Corporation to sell all, but not less than all, of the Shares held by the Section 10 Seller to the Corporation or a third party identified by the Corporation for the greater of (a) the liquidation preference of the Shares and (b) Fair Market Value (the "Section 10 Minimum Price") during the Section 10 Option Period applicable NMP Selldown Event (as defined below) and (z) the NMP Entities have received the full amount of the NMP Preference Amount from the sale or 115166955_2 transfer of equity securities of Signify Health, if any NMP Entity sells or otherwise transfers all or any portion of the equity securities of Signify Health held by such NMP Entity to a Third Party (after receiving the NMP Preference Amount in full), including, for the avoidance of doubt, through public sale(s) on the open market (any such sale or transfer, “NMP Selldown Event”), CCH shall have the right to exercise that portion of the unexercised, vested and non-forfeited portion of the EAR equal to the NMP Selldown Percentage (i.e., if the NMP Selldown Percentage is equal to ten percent (10%), CCH shall have the right to exercise ten percent (10%) of the then-unexercised, vested and non-forfeited portion of the EAR). For the avoidance of doubt, if a Termination Event occurs prior to any NMP Selldown Event, CCH’s right to exercise a portion of the EAR pursuant to the immediately preceding clause (ii) in connection with such NMP Selldown Event shall set forth automatically be forfeited with no further obligation on the Company in respect thereof; provided, that any portion of the EAR previously exercised in connection with any NMP Selldown Event(s) that occurred prior to the Termination Event shall not be affected by this forfeiture. Notwithstanding anything to the contrary contained herein, if a NMP Selldown Event (i) results in the NMP Entities receiving aggregate proceeds in excess of the NMP Preference Amount (when taken together with proceeds of any other NMP Selldown Events), or (ii) occurs after the date on which the NMP Entities have received the full amount of the NMP Preference Amount but prior to the date on which 100% of Target III is achieved, then CCH shall have the right to exercise a portion of the unexercised, vested and non-forfeited portion of the EAR proportionate to the NMP Selldown Percentage but only following the date upon which 100% of Target III is achieved. For the avoidance of doubt, if a Change in Control or Corporate Transaction occurs and the Fair Market Value of the Equity on the Exercise Date is less than the Base Threshold, the remaining portion of the EAR shall automatically be cancelled without any payment being made or owed in respect thereof pursuant to the terms of this Agreement.” (b) Section 10 Minimum Price6(a) (Payment; Appraisal) of the 2020 Agreement is hereby deleted and replaced in its entirety as follows: “Upon exercise of any unexercised, vested and non-forfeited portion of the EAR by reason of a Change in Control or Corporate Transaction, CCH shall be paid the amount of the remaining unexercised, vested and non-forfeited portion of the EAR Value that has been exercised pursuant to Section 5 hereof (which, for the avoidance of doubt, shall be reduced to take into account any portion of the EAR previously exercised, including, among other things, in connection with any prior NMP Selldown Event(s)) in Applicable Consideration at (i) in the case of a Third Party transaction, the same time as corresponding amounts are actually paid in the Third Party transaction that results in such Change in Control or Corporate Transaction or (ii) in any other case, within thirty (30) days following any Change in Control or Corporate Transaction; provided, that any such Change in Control or Corporate Transaction occurs on or before the Expiration Date. Sales of Shares pursuant to a public offering, sales pursuant to Rule 144 under the Securities Act, or sales otherwise made on the open market shall not constitute Third Party transactions for purposes of this Section 6. Upon exercise of any unexercised, vested and non-forfeited portion of the EAR by reason of a NMP Selldown Event, CCH shall be paid an amount equal to the Selldown Trigger Payment Amount in Applicable Consideration, within thirty (30) days following the consummation of any NMP Selldown Event; provided, that (i) the aggregate amount of any cash payments shall not exceed Twenty-Five Million Dollars ($25,000,000) in any calendar quarter (with any payments limited by this clause (i) being paid in the immediately following quarter or quarters, as applicable, provided, that, for the avoidance of doubt, such payments will be distributed across the applicable quarter(s) to ensure that the aggregate payments made during any individual calendar quarter does not exceed Twenty-Five Million 115166955_2 Dollars ($25,000,000)) and (ii) in no event shall any payment be made in respect of an NMP Selldown Event unless and until 100% of Target III is achieved during the Target III Measurement Period. Signify Health shall register any Class A Shares issued as Applicable Consideration hereunder on Form S-1 or S-3 under the Securities Act, as applicable, as promptly as commercially practicable following the date of issuance.” (c) The definition of “Applicable Consideration” in Section 6(c) (Payment; Appraisal) of the 2020 Agreement is hereby deleted and replaced in its entirety as follows: “‘Applicable Consideration’ shall mean (i) cash in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting solely of cash, (ii) in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting of or including noncash consideration, at the election of the Company Board (subject to receipt of the written consent of NMP V), either (A) cash or (B) cash, if applicable, and a promissory note in the same proportion(s) (subject to rounding) to the proportion(s) of cash and the fair market value of the non-cash consideration paid in such Change in Control or Corporate Transaction (it being understood that, in connection with receipt of any consideration in the form of a promissory note, such promissory note shall be payable in annual installments over three years commencing on the first anniversary of the Exercise Date, with interest accruing at 6.0% per year, and the Company shall be permitted, in its sole discretion, to prepay such promissory note at any time and without penalty (“Promissory Note”)) or (iii) in the event of a NMP Selldown Event, at the Company’s option, either cash or Class A Shares. Debt securities included as consideration in any Third Party transaction shall be deemed to have a value equal to the principal amount thereof. Equity securities included as consideration in any Third Party transaction or by Signify Health hereunder shall be valued as follows: (i) if such securities are listed or traded in a manner referred to in the definition of “Closing Price,” the volume-weighted average trading price of the applicable security over a period of thirty (30) calendar days immediately preceding the Exercise Date or (ii) if such securities are not so listed or traded on the Exercise Date, a value determined in accordance with Section 1.7. Each other Investor shall have a period of 10 days after receipt 6 (provided that references to the Fair Market Value of the Equity shall instead be deemed to refer to the fair market value of such securities).” (d) The following definitions are hereby included in Section 10 Offer to notify 2 (Definitions) of the Corporation in writing that it also makes a Section 10 Offer on the same terms as the original Section 102020 Agreement:

Liquidity Rights. (a) Following the fourth [*] anniversary of the date hereof, in the event the Corporation Company has not completed a Qualified IPOPublic Offering, (i) any Shareholder holding more than 10% of DLJ, GSCP or Providence, or (ii) Tyco, together with one of DLJ, GSCP or Providence the Common Shares outstanding at such time held by Shareholders (a "Section 10 4.5 Seller"), may require the Corporation Company (provided the Corporation Company, by vote of a majority of disinterested Directors, does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Common Shares held by the Section 10 4.5 Seller and its Investor Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction"), or otherwise as provided in paragraph (c) below, a sale of the CorporationCompany, whether by means of a sale of all or substantially all of the Common Shares of the CorporationCompany, a merger, a sale of all or substantially all of the assets of the CorporationCompany, or other business combination transaction to a third party not affiliated with the Investor Shareholder exercising the Section 10 4.5 Offer (the "Acquiror"). (b) A Section 10 4.5 Seller may initiate an Auction by delivering written notice to the Corporation Company and each other Investor Shareholder (the "Section 10 4.5 Notice"), which shall (i) contain an offer (the "Section 10 4.5 Offer") by the Section 10 4.5 Seller to the Corporation Company to sell all, but not less than all, of the Common Shares held by the Section 10 4.5 Seller to the Corporation Company, to the extent permitted by Luxembourg law, or a third party identified by a majority of disinterested Directors of the Corporation Company for the greater of (a) the liquidation preference of the Shares and (b) Fair Market Value of the Common Shares (the "Section 10 4.5 Minimum Price") during the Section 10 4.5 Option Period (as defined below) and (ii) shall set forth the Section 10 4.5 Minimum Price, as determined in accordance with Section 1.74.5(f). Each other Investor Shareholder shall have a period of 10 twenty (20) days after receipt of the Section 10 4.5 Offer to notify the Corporation Company in writing that it also makes a Section 10 4.5 Offer on the same terms as the original Section 104.5

Liquidity Rights. (a) Following the fourth anniversary of the date hereofNovember 23, 2004, in the event the Corporation Company has not completed a Qualified IPOPublic Offering, (i) any Shareholder holding more than 10% of DLJ, GSCP or Providence, or (ii) Tyco, together with one of DLJ, GSCP or Providence the Common Shares outstanding at such time held by Shareholders (a "Section 10 4.5 Seller"), may require the Corporation Company (provided the Corporation Company, by vote of a majority of disinterested Directors, does not exercise its right to either (i) acquire or (ii) cause a third party to acquire, all but not less than all of the Common Shares held by the Section 10 4.5 Seller and its Investor Affiliates pursuant to paragraph (b) below), to conduct, pursuant to the auction process set forth below (the "Auction"), or otherwise as provided in paragraph (c) below, a sale of the CorporationCompany, whether by means of a sale of all or substantially all of the Common Shares of the CorporationCompany, a merger, a sale of all or substantially all of the assets of the CorporationCompany, or other business combination transaction to a third party not affiliated with the Investor Shareholder exercising the Section 10 4.5 Offer (the "Acquiror"). (b) A Section 10 4.5 Seller may initiate an Auction by delivering written notice to the Corporation Company and each other Investor Shareholder (the "Section 10 4.5 Notice"), which shall (i) contain an offer (the "Section 10 4.5 Offer") by the Section 10 4.5 Seller to the Corporation Company to sell all, but not less than all, of the Common Shares held by the Section 10 4.5 Seller to the Corporation Company, to the extent permitted by Luxembourg law, or a third party identified by a majority of disinterested Directors of the Corporation Company for the greater of (a) the liquidation preference of the Shares and (b) Fair Market Value of the Common Shares (the "Section 10 4.5 Minimum Price") during the Section 10 4.5 Option Period (as defined below) and (ii) shall set forth the Section 10 4.5 Minimum Price, as determined in accordance with Section 1.74.5(f). Each other Investor Shareholder shall have a period of 10 twenty (20) days after receipt of the Section 10 4.5 Offer to notify the Corporation Company in writing that it also makes a Section 10 4.5 Offer on the same terms as the original Section 104.5