AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August , 2014 between Civitas Solutions, Inc. (formerly, NMH Holdings, Inc.), a Delaware corporation (the “Company”), and [name] (“Indemnitee”). The obligations of the Company hereunder are guaranteed by National Mentor Holdings, Inc., a Delaware corporation, on the terms and conditions set forth on the signature page hereto.
CIVITAS SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2014 • Civitas Solutions, Inc. • Services-home health care services • New York
Civitas Solutions, Inc., a Delaware corporation (formerly known as NMH Holdings, Inc.) (the “Company”), proposes to sell [11,700,000] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, NMH Investment, LLC, a Delaware limited liability company (the “Selling Stockholder”) proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [1,755,000] 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 Stockholder by the Underwriters.
AGREEMENT AND PLAN OF MERGER by and among CELTIC INTERMEDIATE CORP., CELTIC TIER II CORP. and CIVITAS SOLUTIONS, INC. Dated as of December 18, 2018Merger Agreement • December 19th, 2018 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 18, 2018, by and among Celtic Intermediate Corp., a Delaware corporation (“Parent”), Celtic Tier II Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Civitas Solutions, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I or elsewhere in this Agreement.
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
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CIVITAS SOLUTIONS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • September 3rd, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Civitas Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Civitas Solutions, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE CIVITAS SOLUTIONS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • September 3rd, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Civitas Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Civitas Solutions, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CIVITAS SOLUTIONS, INC. FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT October 1, 2015Registration Rights Agreement • October 2nd, 2015 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 1, 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.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE CIVITAS SOLUTIONS, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • September 3rd, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Civitas Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Civitas Solutions, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Edward M. Murphy)Employment Agreement • September 22nd, 2014 • Civitas Solutions, Inc. • Services-home health care services • Massachusetts
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), originally made as of June 29, 2006 (the “2006 Agreement”) and first amended and restated as of January 1, 2009 (the “2009 Agreement”), and further amended and restated as of December 16, 2013 (the “2013 Agreement”) is hereby further amended and restated dated September 22, 2014 and effective September 17, 2014 (the “Effective Date”) by and between Edward M. Murphy (“Officer”), and Civitas Solutions, Inc., a Delaware corporation (“Employer”).
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF SEPTEMBER [ ], 2014 AMONG NMH INVESTMENT, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • September 3rd, 2014 • Civitas Solutions, Inc. • Services-home health care services • New York
This Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of September [ ], 2014 by and among (i) NMH Investment, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar/NMH Investors, LLC, a Delaware limited liability company (“Vestar/NMH Investors” and, together with VCP, “Vestar”), (iv) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and (v) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Vestar, the Employees and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityholder”). Certain capitalized terms used herein are defined in Section 9.1.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 27th, 2014 • Civitas Solutions, Inc. • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2014, among REM Occazio, LLC (the “Guaranteeing Subsidiary”), a subsidiary of National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
DIRECTOR NOMINATING AGREEMENTDirector Nominating Agreement • September 22nd, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS DIRECTOR NOMINATING AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2014, by and among Civitas Solutions, Inc., a Delaware corporation (the “Company”), and NMH Investment, LLC, a Delaware limited liability company (“NMH Investment”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 17th, 2014 • Civitas Solutions, Inc. • Services-home health care services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 14, 2014, among Adult Day Health, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of National Mentor Holdings, Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
AMENDMENT NO. 1Credit Agreement • December 17th, 2014 • Civitas Solutions, Inc. • Services-home health care services • New York
AMENDMENT NO. 1, dated as of September 8, 2014 (this “Amendment”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), each of the other Loan Parties, Barclays Bank PLC, as Administrative Agent (“Administrative Agent”) under the Credit Agreement (as defined below) and the Lenders party hereto.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • May 26th, 2017 • Civitas Solutions, Inc. • Services-home health care services • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of May 25, 2017 (this “Amendment”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as administrative agent (the “Administrative Agent”) under the Credit Agreement (as defined below) and the Lenders party hereto.
RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE SHARES) PURSUANT TO THE CIVITAS SOLUTIONS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement (Performance Shares) • March 9th, 2017 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE SHARES) (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Civitas Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Civitas Solutions, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CIVITAS SOLUTIONS, INC.Retirement and Consulting Agreement • December 12th, 2017 • Civitas Solutions, Inc. • Services-home health care services • Massachusetts
This letter agreement (this "Letter Agreement") will confirm our understanding with regard to your retirement from Civitas Solutions, Inc. (the "Company") and certain consulting services you will perform for the Company.
VOTING AGREEMENTVoting Agreement • December 19th, 2018 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2018, by and among Celtic Intermediate Corp., a Delaware corporation (“Parent”), Celtic Tier II Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned holders (each, a “Holder” and, collectively, the “Holders”) of shares of common stock, par value $0.01 per share, or other securities of Civitas Solutions, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class H Units)Management Unit Subscription Agreement • September 3rd, 2014 • Civitas Solutions, Inc. • Services-home health care services
THIS AMENDMENT TO MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of September [ ], 2014, by and between NMH Investment, LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Executive”).
CIVITAS SOLUTIONS, INC.Retirement Agreement • August 20th, 2015 • Civitas Solutions, Inc. • Services-home health care services • Massachusetts
This letter agreement (this “Letter Agreement”) will confirm our understanding with regard to your retirement from Civitas Solutions, Inc. (the “Company”).
NATIONAL MENTOR HOLDINGS, INC.Credit Agreement • August 9th, 2016 • Civitas Solutions, Inc. • Services-home health care services
Reference is hereby made to the Credit Agreement, dated as of January 31, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among National Mentor Holdings, Inc. (the “Borrower”), Barclays Bank PLC (“Barclays”), as administrative agent (the “Administrative Agent”), each Lender from time to time party thereto, and the other parties thereto. Capitalized terms used but not defined herein having the meaning provided in the Credit Agreement.
NMH INVESTMENT, LLC A Delaware Limited Liability Company SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September , 2014Limited Liability Company Agreement • September 3rd, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended or modified from time to time in accordance with its terms, this “Agreement”) of NMH Investment, LLC (the “Company”), dated and effective as of September , 2014, is adopted by, and executed and agreed to, for good and valuable consideration, by and among Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), Vestar/NMH Investors, LLC, a Delaware limited liability company (“Vestar/NMH Investors” and together with VCP, the “Vestar Member”), and the other Persons listed as Members in the books and records of the Company as of the date hereof that have executed this Agreement, the First Amended and Restated Agreement, the Second Amended and Restated Agreement, the Third Amended and Restated Agreement, the Fourth Amended and Restated Agreement, the Fifth Amended and Restated Agreement, the Sixth Amended and Restated Agreement or any counterparts thereof, and each other Person w
RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE SHARES) PURSUANT TO THE CIVITAS SOLUTIONS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement (Performance Shares) • January 15th, 2016 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE SHARES) (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Civitas Solutions, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Civitas Solutions, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT NO. 7 TO CREDIT AGREEMENTRevolving Credit Agreement • November 24th, 2017 • Civitas Solutions, Inc. • Services-home health care services • New York
AMENDMENT NO. 7 TO REVOLVING CREDIT AGREEMENT, dated as of November 21, 2017 (this “Agreement”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as administrative agent (the “Administrative Agent”), Issuing Lender and Swingline Lender under the Credit Agreement (as defined below) and the Lenders party hereto (the “Extending Lenders”).
FORM OF MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Series 2 Class F Units)Management Unit Subscription Agreement • July 16th, 2014 • Civitas Solutions, Inc. • Services-home health care services • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 27, 2014 by and between NMH Investment, LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Executive”).
CIVITAS SOLUTIONS, INC.Retirement Agreement • August 17th, 2018 • Civitas Solutions, Inc. • Services-home health care services • Massachusetts
This letter agreement (this “Letter Agreement”) will confirm our understanding with you regarding your retirement from Civitas Solutions, Inc. and its direct and indirect subsidiaries (collectively, the “Company”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 12th, 2015 • Civitas Solutions, Inc. • Services-home health care services • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of February 27, 2015 (this “Agreement”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as administrative agent (the “Administrative Agent”) under the Credit Agreement (as defined below), each Lender party hereto making a 2015-1 Incremental Term Loan (as defined below) (collectively, the “2015-1 Incremental Term Loan Lenders”) and, solely for purposes of Sections 2(c), 3 and 5 through 13, the other Lenders party hereto.
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • October 26th, 2017 • Civitas Solutions, Inc. • Services-home health care services • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of October 24, 2017 (this “Agreement”), by and among National Mentor Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as administrative agent (the “Administrative Agent”) under the Credit Agreement (as defined below) and each Lender party hereto making a 2017-1 Incremental Term Loan (as defined below) (collectively, the “2017-1 Incremental Term Loan Lenders”).
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.
