CONVEY HOLDING PARENT, INC. (a Delaware corporation) 13,333,334 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • New York
AGREEMENT AND PLAN OF MERGER by and among COMMODORE PARENT 2022, LLC, COMMODORE MERGER SUB 2022, INC. and CONVEY HEALTH SOLUTIONS HOLDINGS, INC. Dated as of June 20, 2022Agreement and Plan of Merger • July 25th, 2022 • Convey Health Solutions Holdings, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2022, is by and among Commodore Parent 2022, LLC, a Delaware limited liability company (“Parent”), Commodore Merger Sub 2022, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Convey Health Solutions Holdings, Inc., a Delaware corporation (the “Company”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec
This Indemnification Agreement (this “Agreement”) is made and entered into as of [●], 2021, by and among Convey Holding Parent, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CONVEY HOLDING PARENT, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE 15, 2021Registration Rights Agreement • June 21st, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June 15, 2021 is made by and among:
AGREEMENT AND PLAN OF MERGER by and among COMMODORE PARENT 2022, LLC, COMMODORE MERGER SUB 2022, INC. and CONVEY HEALTH SOLUTIONS HOLDINGS, INC. Dated as of June 20, 2022Agreement and Plan of Merger • June 21st, 2022 • Convey Health Solutions Holdings, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2022, is by and among Commodore Parent 2022, LLC, a Delaware limited liability company (“Parent”), Commodore Merger Sub 2022, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Convey Health Solutions Holdings, Inc., a Delaware corporation (the “Company”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 7th, 2022 • Convey Health Solutions Holdings, Inc. • Services-misc health & allied services, nec • New York
This AMENDMENT NO. 6 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 7, 2022 (this “Amendment”), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the “Borrower”), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the “Administrative Agent”), Truist Bank, as Priority Revolving Agent (in such capacity, the “Priority Revolving Agent”), the Term Lenders party hereto, the Revolving Lenders party hereto and the C2 Incremental Term Lenders party hereto.
FIRST LIEN CREDIT AGREEMENT Dated as of September 4, 2019 among CANNES CHS MERGER SUB, INC., as the Initial Borrower, which on the Closing Date shall be merged with and into, CONVEY HEALTH SOLUTIONS, INC., with Convey Health Solutions, Inc. surviving...Credit Agreement • May 21st, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of September 4, 2019 by and among Cannes CHS Merger Sub, Inc., a Delaware corporation (“Merger Sub” or the “Initial Borrower”) (which on the Closing Date shall be merged with and into Convey Health Solutions, Inc., a Delaware corporation (such merger, the “Closing Date Merger”), with Convey Health Solutions, Inc. surviving such Closing Date Merger as the “Borrower”), Convey Health Parent, Inc., a Delaware corporation (the “Company” or “Holdings”), Ares Capital Corporation, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, SunTrust Bank, as Priority Revolving Agent (in such capacity, together with its successors and assigns in such capacity, the “Priority Revolving Agent”) and as an Issuing Bank and a Swing Line Lender, and each lende
ContractEmployment Agreement Employment Agreement • June 3rd, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • Florida
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of , 2019 (this "Agreement"), by and between Convey Health Solutions, Inc., a Delaware corporation (the "Company"), Kyle Stern (the "Executive") and Convey Health Parent, Inc., a Delaware corporation ("Parent") (each of the Executive, the Company and Parent, a "Party," and collectively, the "Parties"). WHEREAS, in connection with the closing and consummation of the transactions contemplated by that certain Agreement and Plan of Merger entered into by and among (i) Parent, (ii) Cannes Parent, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent, (iii) Cannes Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, (iv) the Company, (v) New Mountain Partners IV, L.P., and certain other parties, dated as of June 19, 2019 (the "Merger Agreement"), the Company desires to enter into this Agreement with the Executive effective upon the consummation and closing of the transactions cont
STOCKHOLDERS AGREEMENT by and between CONVEY HOLDING PARENT, INC. and TPG CANNES AGGREGATION, L.P. Dated as of June 15, 2021Stockholders Agreement • June 21st, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • Delaware
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • Illinois
THIS CONSULTING AGREEMENT (the “Agreement”), entered into effective as of this 2nd day of August, 2021 (the “Effective Date”), is by and between Arjun Aggarwal (“Mr. Aggarwal” or the “Consultant”), an individual, and HealthScape Advisors, LLC, an Illinois limited liability company (the “Company”).
AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 16th, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • New York
This AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of July 12, 2021 (this “Amendment”), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the “Borrower”), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the “Administrative Agent”) and the Term Lenders party hereto.
ContractEmployment Agreement Employment Agreement • June 3rd, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • Florida
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of , 2019 (this "Agreement"), by and between Convey Health Solutions, Inc., a Delaware corporation (the "Company"), Stephen C. Farrell (the "Executive") and Convey Health Parent, Inc., a Delaware corporation ("Parent") (each of the Executive, the Company a nd Parent, a ''Party," and collectively, the "Parties"). WHEREAS, in connection with the closing and consummation of the transactions contemplated by that certain Agreement a nd Pla n of Merger entered into by a nd among (i) Parent, (ii) Cannes Parent, Inc., a Delaware corporation and a direct wholly-owned subsid ia ry of Parent, (iiCannes Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidia ry of Parent, (iv) the Company, (v) New Mountain Partners IV, L.P., a nd certain other pa rties, dated as of June 19, 2019 (the "Merger Agreement"), the Company desires to enter into this Agreement with the Executive effective upon the consummation a nd closing of the t
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 12th, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • New York
This AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of April 27, 2021 (this “Amendment”), is entered into by and among Convey Health Solutions, Inc., a Delaware corporation (the “Borrower”), Ares Capital Corporation, as administrative agent and collateral agent (in such capacities, including any successor thereto, the “Administrative Agent”), the Term Lenders party hereto and the Revolving Lenders party hereto.
OPTION AWARD AGREEMENT Under the Cannes Holding Parent, Inc. 2019 Equity Incentive PlanOption Award Agreement • May 21st, 2021 • Convey Holding Parent, Inc. • Services-misc health & allied services, nec • Delaware
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • July 25th, 2022 • Convey Health Solutions Holdings, Inc. • Services-misc health & allied services, nec
ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is dated as of [•], 2022 by and among Commodore Parent 2022, LLC, a Delaware limited liability company (“Parent”) and the stockholder of Convey Health Solutions Holdings, Inc., a Delaware corporation (the “Company”) that is or may become a party to this Agreement by virtue of executing a counterpart or joinder hereto (including, to the extent applicable, in such Person’s capacity as a holder of Company Equity Awards, the “Stockholder”). For purposes of this Agreement, Parent and the Stockholder are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
