InnovAge Holding Corp. 16,666,667 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 8th, 2021 • InnovAge Holding Corp. • Services-health services • New York
InnovAge Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,666,667 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 8th, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021 between InnovAge Holding Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INNOVAGE HOLDING CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 8, 2021 among InnovAge Holding Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”) and each Person who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT consisting of a $300,000,000 Term Loan Facility, and a $40,000,000 Revolving Credit Facility effective as of the Third A&R Effective Date by and among TCO INTERMEDIATE HOLDINGS, INC., as Holdings TOTAL...Credit Agreement • February 8th, 2021 • InnovAge Holding Corp. • Services-health services • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT effective as of the Third A&R Effective Date, by and among TCO Intermediate Holdings, Inc., a Delaware corporation, TOTAL COMMUNITY OPTIONS, INC., a Colorado corporation (“TCO” and, as successor by merger to TCO ACQUISITION CORPORATION, a Delaware corporation (the “Initial Borrower”), the “Borrower”), UNITRANCHE LOAN TRANSACTION, LLC (“ULTra”), the other LENDERS party hereto from time to time, CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as successor by merger to HEALTHCARE FINANCIAL SOLUTIONS, LLC (in its individual capacity, “Capital One”), as Administrative Agent, Revolver Agent, Collateral Agent, Swingline Lender, a Joint Bookrunner and a Joint Lead Arranger, and HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (“HPS”) as a Joint Bookrunner and Joint Lead Arranger.
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2023 • InnovAge Holding Corp. • Services-health services • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this third day of July, 2023, by and between Total Community Options, Inc., d/b/a InnovAge, a Colorado corporation (the “Company”), and Benjamin C. Adams (the “Executive”), and will become effective on the Executive’s employment start date of July 10, 2023 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2021 • InnovAge Holding Corp. • Services-health services • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of October, 2015 by and between TCO Acquisition Corporation, a Delaware corporation, and any successor entity thereto (the “Company”), and Gina DeBlassie (the “Executive”), and effective as of the Closing Date (as such term is defined in the Stock Purchase Agreement to be entered into by and among the Company, TCO Group Holdings, Inc., a Delaware corporation, Total Community Options, Inc., a Colorado corporation, and Total Community Options Foundation, a Colorado nonprofit corporation (the “Purchase Agreement”). The Closing Date is referred to in this Agreement as the “Effective Date”. This Agreement is expressly conditioned upon the occurrence of the Closing (as such term is defined in the Purchase Agreement); should the Closing not occur, this Agreement shall be void and of no force or effect.
TCO Group Holdings, L.P. EQUITY INCENTIVE PLAN CLASS B UNIT AWARD AGREEMENTClass B Unit Award Agreement • September 1st, 2023 • InnovAge Holding Corp. • Services-health services • Delaware
THIS AWARD AGREEMENT (this “Agreement”) evidences an award of Class B Units granted pursuant to the TCO Group Holdings, L.P. Equity Incentive Plan (as from time to time amended and in effect, the “Plan”) on August 30, 2023 (the “Grant Date”) and is entered into between TCO Group Holdings, L.P., a Delaware limited partnership (the “Partnership”), and the undersigned Participant (the “Participant”). All capitalized terms that are used but not defined in this Agreement (including Appendix A attached hereto) have the meanings ascribed to them in the Plan.
Director NOMINATION AgreementDirector Nomination Agreement • March 8th, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of March 8, 2021, by and among InnovAge Holding Corp., a Delaware corporation (the “Company”), Ignite Aggregator LP, a Delaware limited partnership (together with its affiliated investment entities, “Apax Partners”), Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Co-Investors LLC, WCAS Management Corporation and WCAS Co-Invest Holdco, L.P. (together with Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Co-Investors LLC, WCAS Management Corporation, “WCAS” and, together with Apax Partners, the “Sponsors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • July 5th, 2023 • InnovAge Holding Corp. • Services-health services • Colorado
This Transition and Separation Agreement (this “Agreement”) is entered into, as of July 3, 2023 (the “Effective Date”), between Total Community Options, Inc., dba Innovage (the “Company”) and Barbara Gutierrez (“Employee” and with the Company, together, the “Parties”).
TCO GROUP HOLDINGS, L.P. EQUITY INCENTIVE PLAN CLASS B UNIT AWARD AGREEMENTClass B Unit Award Agreement • November 4th, 2024 • InnovAge Holding Corp. • Services-health services • Delaware
THIS AWARD AGREEMENT (this “Agreement”) evidences an award of Class B Units granted pursuant to the TCO Group Holdings, L.P. Equity Incentive Plan (as from time to time amended and in effect, the “Plan”) on November 4, 2024 (the “Grant Date”), and is entered into between TCO Group Holdings, L.P., a Delaware limited partnership (the “Partnership”), and the undersigned Participant (the “Participant”). All capitalized terms that are used but not defined in this Agreement (including Appendix A attached hereto) have the meanings ascribed to them in the Plan.
TCO GROUP HOLDINGS, INC. STOCK PURCHASE WARRANT AGREEMENTStock Purchase Warrant Agreement • September 23rd, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
THIS IS TO CERTIFY that ADVENTIST HEALTH SYSTEM/WEST, a California nonprofit religious corporation, d/b/a ADVENTIST HEALTH, and its permitted transferees, successors and assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from TCO GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), shares of Company Common Stock, par value $0.001 per share, of the Company representing an aggregate number of Company Common Stock equal to five percent (5%) of the issued and outstanding equity interests of the Company on a Fully Diluted basis determined at the time of and after giving effect to the exercise of this Warrant in full at an exercise price equal to the Fair Market Value Per Share of such Company Common Stock at the time of the exercise of this Warrant (the “Exercise Price”), at any time on or after the Exercise Date and expiring on the Expiration Date. The number of Warrant Common Stock whi
AMENDMENT TO INNOVAGE HOLDING CORP. STOCK PURCHASE WARRANT AGREEMENTStock Purchase Warrant Agreement • February 24th, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
This Amendment dated as of February 9, 2021 (this “Amendment”) to the TCO Group Holdings, Inc. Stock Purchase Warrant Agreement, with an issuance date of March 18, 2019, (the “Warrant Agreement”), is made by and between ADVENTIST HEALTH SYSTEM/WEST, a California nonprofit religious corporation, d/b/a ADVENTIST HEALTH (the “Holder”), and INNOVAGE HOLDING CORP. (F.K.A. TCO GROUP HOLDINGS, INC.), a Delaware corporation (the “Company”).
WELSH, CARSON, ANDERSON & STOWE XII, L.P. (“WCAS”) IGNITE AGGREGATOR LP (“APAX”)Separation Agreement • July 5th, 2023 • InnovAge Holding Corp. • Services-health services
Reference is made to the Transition and Separation Agreement, dated as of July 3, 2023, between you and Total Community Options, Inc., dba Innovage (the “Company”, and such agreement, the “Separation Agreement”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Second Amended and Restated Agreement of Limited Partnership of TCO Group Holdings, L.P., dated as of March 3, 2021 (the “Partnership Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2021 • InnovAge Holding Corp. • Services-health services • Colorado
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • November 4th, 2024 • InnovAge Holding Corp. • Services-health services • Colorado
Total Community Options, Inc., d/b/a InnovAge, a Colorado corporation (the “Company”) and Patrick Blair (the “Executive” and, together with the Company, the “Parties”) enter into this AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of October 31, 2024, effective as of November 4, 2024 (the “Effective Date”).
Executive hereunder during the term hereof, and subject to performance of the Executive’s duties and responsibilities to the Company and its Affiliates, pursuant to this Agreement or otherwise, the Company shall pay certain compensation and provide...Employment Agreement • November 4th, 2024 • InnovAge Holding Corp. • Services-health services • Tennessee
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2022 • InnovAge Holding Corp. • Services-health services • Colorado
Amendment”) is made and entered into as of the 22th day of May, 2020 (the “Effective Date of Amendment”) by and between Total Community Options, Inc., dba InnovAge, a Colorado corporation, and any successor entity thereto (the “Company”) and Maria Lozzano (the “Executive”).
Re: Separation Letter AgreementSeparation Letter Agreement • January 3rd, 2022 • InnovAge Holding Corp. • Services-health services • Colorado
This letter agreement (this “Letter Agreement”) confirms our understanding regarding your resignation from employment with InnovAge Holding Corp. (“InnovAge”) and its subsidiaries and affiliates (together with InnovAge, the “Company”). Except as otherwise provided herein, initially capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Employment Agreement, by and between you and TCO Acquisition Corporation, dated October 30, 2015 (the “Employment Agreement”).
AMENDED AND RESTATED AMENDMENT TO INNOVAGE HOLDING CORP. STOCK PURCHASE WARRANT AGREEMENTStock Purchase Warrant Agreement • May 11th, 2021 • InnovAge Holding Corp. • Services-health services • Delaware
This Amended and Restated Amendment effective as of February 9, 2021 (this “Amendment”) to the TCO Group Holdings, Inc. Stock Purchase Warrant Agreement, with an issuance date of March 18, 2019, (the “Warrant Agreement”), is made by and between ADVENTIST HEALTH SYSTEM/WEST, a California nonprofit religious corporation, d/b/a ADVENTIST HEALTH (the “Holder”), and INNOVAGE HOLDING CORP. (F.K.A. TCO GROUP HOLDINGS, INC.), a Delaware corporation (the “Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2024 • InnovAge Holding Corp. • Services-health services
Total Community Options, Inc., d/b/a InnovAge, a Colorado corporation (the “Company”) and Patrick Blair (the “Executive” and, together with the Company, the “Parties”) enter into this AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of October 31, 2024, effective as of November 4, 2024 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2022 • InnovAge Holding Corp. • Services-health services • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of February, 2018 (the “Effective Date”) by and between Total Community Options, Inc., dba InnovAge, a Colorado corporation, and any successor entity thereto (the “Company”) and Maria Lozzano (the “Executive”).
