ESCROW SERVICES AND CUSTODY AGREEMENTEscrow Services and Custody Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Virginia
This Escrow Services and Custody Agreement (this “Agreement”) is effective this _____ day of ___________, 2018 (the “Effective Date”) by and among Carolina Complete Health Network, Inc., a Delaware corporation (“Issuer”), and Folio Investments, Inc. (“Folio”), a Virginia corporation. Issuer and Folio are hereby referred to collectively as the “Parties” or individually as a “Party”.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of January 19, 2018, by and among Carolina Complete Health Network, Inc., a Delaware corporation (the “Company”), the entities that have purchased shares of the Company’s Class P Common Stock, par value $0.01 per share (the “Class P Common Stock”) and have delivered a counterpart signature page hereto (the “CHC Investors”) and the natural persons that have purchased a share of Class P Common Stock and have delivered a counterpart signature page hereto (the “Provider Investors” and, together with the CHC Investors, the “Stockholders”).
SERVICES AND LICENSE AGREEMENTServices and License Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
THIS SERVICES AND LICENSE AGREEMENT (this “Agreement”) is made and entered into this 10th day of January, 2017 (the “Effective Date”) by and between Centene Corporation, a Delaware corporation (“Centene”), and Formation Subsidiary, Inc., a Delaware corporation (“Network Sub” and together with Centene, collectively, the “Parties” and each a “Party”).
PARTICIPATING PROVIDER AGREEMENTParticipating Provider Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans
This Participating Provider Agreement (together with all Attachments and amendments, this “Agreement”) is made and entered by and among _______________________________________________________________ (“Provider”), Carolina Complete Health, Inc., a North Carolina corporation (“Health Plan”) and Carolina Complete Health Network, Inc., a Delaware corporation (“CCHN”) and subsidiary of the North Carolina Medical Society. This Agreement is effective as of the date designated by Health Plan on the signature page of this Agreement (“Effective Date”). For purposes of this Agreement, each of Provider and Health Plan (and, solely for purposes of Article VIII, CCHN) may be referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF CAROLINA COMPLETE HEALTH HOLDING COMPANY PARTNERSHIP [CLOSING DATE]Partnership Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into effective as of this [____] day of [____], 201[_] (the “Effective Date”) by and among, CAROLINA COMPLETE HEALTH HOLDING COMPANY PARTNERSHIP, a Delaware general partnership (the “Company”), CAROLINA COMPLETE HEALTH NETWORK, INC., a Delaware corporation (“Network Sub”), CENTENE HEALTH PLAN HOLDINGS, INC., a Delaware corporation (“Centene Sub” and, together with Network Sub, the “Initial Partners”), CENTENE CORPORATION, a Delaware corporation (“Centene”) (solely for purposes of Section 11.13), and each other Person who, after the date hereof, lawfully acquires Partnership Units and, through the execution of a Joinder Agreement, becomes a party to this Agreement (such Persons, together with the Initial Partners, collectively, the “Partners”). Each of the Partners and the Company may be referred to herein as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO SERVICES AND LICENSE AGREEMENTServices and License Agreement • August 30th, 2017 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
THIS FIRST AMENDMENT TO SERVICES AND LICENSE AGREEMENT (this “First Amendment”) is made and entered into this 25th day of August, 2017, by and between Centene Corporation, a Delaware corporation (“Centene”) and Carolina Complete Health Network, Inc. (f/k/a Formation Subsidiary, Inc.), a Delaware corporation (“Network Sub” and together with Centene, collectively, the “Parties” and each a “Party”).
NETWORK LICENSE AND MANAGEMENT SERVICES AGREEMENTNetwork License and Management Services Agreement • August 30th, 2017 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • North Carolina
THIS NETWORK LICENSE AND MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into this ____ day of ______, 20__ (the “Effective Date”) by and between Carolina Complete Health, Inc., a North Carolina corporation (“PlanCo”), and Carolina Complete Health Network, Inc., a Delaware corporation (“Network Sub” and together with PlanCo, collectively, the “Parties” and each a “Party”).
PARTNERSHIP AGREEMENT OF CAROLINA COMPLETE HEALTH HOLDING COMPANY PARTNERSHIP August 29, 2017Partnership Agreement • August 30th, 2017 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
THIS PARTNERSHIP AGREEMENT (this “Agreement”) of CAROLINA COMPLETE HEALTH HOLDING COMPANY PARTNERSHIP, a Delaware general partnership (the “Company”), is made and entered into effective as of this 29th day of August, 2017 (the “Effective Date”) by and among, CAROLINA COMPLETE HEALTH NETWORK, INC., a Delaware corporation (“Network Sub”), CENTENE HEALTH PLAN HOLDINGS, INC., a Delaware corporation (“Centene Sub” and, together with Network Sub, the “Initial Partners”), CENTENE CORPORATION, a Delaware corporation (“Centene”) (solely for purposes of Section 10.13), and each other Person who, after the date hereof, lawfully acquires Partnership Units and, through the execution of a Joinder Agreement, becomes a party to this Agreement (such Persons, together with the Initial Partners, collectively, the “Partners”). Each of the Partners may also be referred to herein individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO AMENDED AND RESTATED JOINT VENTURE AGREEMENTJoint Venture Agreement • October 4th, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans
THIS FIRST AMENDMENT TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into this 2nd day of October, 2018, by and among CENTENE CORPORATION, a Delaware corporation (“Centene”), CENTENE HEALTH PLAN HOLDINGS, INC., a Delaware corporation (“Centene Sub”), NORTH CAROLINA MEDICAL SOCIETY, a North Carolina non-profit corporation (“NCMS” and together with Centene, the “Founders” and each a “Founder”), and CAROLINA COMPLETE HEALTH NETWORK, INC., a Delaware corporation (“Network Sub” and, together with Centene Sub and the Founders, each a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED JOINT VENTURE AGREEMENT BY AND AMONG CENTENE CORPORATION, CENTENE HEALTH PLAN HOLDINGS, INC., NORTH CAROLINA MEDICAL SOCIETY AND CAROLINA COMPLETE HEALTH NETWORK, INC. DATED AUGUST 25, 2017Joint Venture Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Delaware
THIS AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “Agreement”) is made and entered into this 25th day of August, 2017 (the “Effective Date”), by and among CENTENE CORPORATION, a Delaware corporation (“Centene”), CENTENE HEALTH PLAN HOLDINGS, INC., a Delaware corporation (“Centene Sub”), NORTH CAROLINA MEDICAL SOCIETY, a North Carolina non-profit corporation (“NCMS” and together with Centene, the “Founders” and each a “Founder”), and CAROLINA COMPLETE HEALTH NETWORK, INC., a Delaware corporation (“Network Sub” and, together with Centene Sub and the Founders, each a “Party” and collectively, the “Parties”).
LOAN AND SECURITY AGREEMENT BY AND BETWEEN CAROLINA COMPLETE HEALTH NETWORK, INC., as Borrower, and CENTENE CORPORATION, as Lender Dated as of [_______] LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 30th, 2017 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Missouri
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of _______, 20__ (the “Effective Date”), by and between Centene Corporation, a Delaware corporation (“Lender”) and CAROLINA COMPLETE HEALTH NETWORK, INC., a Delaware corporation (“Borrower” and together with Lender, the “Parties” and each a “Party”).
SECOND AMENDED AND RESTATED START-UP LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 2nd, 2018 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • Missouri
THIS SECOND AMENDED AND RESTATED START-UP LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into this 25th day of August, 2017 (the “Effective Date”) by and between CAROLINA COMPLETE HEALTH NETWORK, INC. (f/k/a Formation Subsidiary, Inc.), a Delaware corporation (“Borrower”), and CENTENE CORPORATION, a Delaware corporation (“Lender” and together with Borrower, the “Parties” and each a “Party”).
MASTER SERVICES AGREEMENTMaster Services Agreement • August 30th, 2017 • Carolina Complete Health Network, Inc. • Hospital & medical service plans • North Carolina
This document will serve as the Master Services Agreement (“Agreement”), and both Biologue and CCHN acknowledge the effective date of this Agreement to be January 2, 2017 (the “Effective Date’).
