Dear Kyle,Terms Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
We are pleased to present you with this Incentive Unit Award Agreement, with the terms and conditions as set forth below (the “Supplemental Provisions”) and in Annex A, which are incorporated into the Supplemental Provisions by reference (the “Terms Agreement,” collectively with the Supplemental Provisions, this “Unit Agreement”) between yourself, as the Grantee, Cure Aggregator, LLC (formerly known as Chloe Ox Aggregator, LLC), a Delaware limited liability company (the “Company”), and Cure TopCo, LLC (formerly known as Chloe Ox Holdings, LLC), a Delaware limited liability company (“Holdings”), which shall be effective as of the Date of Grant.
INCENTIVE UNIT AWARD AND CONTRIBUTION AGREEMENTIncentive Unit Award and Contribution Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
THIS INCENTIVE UNIT AWARD AND CONTRIBUTION AGREEMENT (this “Unit Agreement”), effective as of the date of grant set forth on Exhibit 1 hereto (the “Date of Grant”), is between Chloe Ox Holdings, LLC, a Delaware limited liability company (the “Chloe”), Chloe Ox Aggregator, LLC, a Delaware limited liability company (the “Company”) and the individual whose name is set forth on Exhibit 1 hereto (the “Grantee”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Chloe LLC Agreement (as defined below).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among NEW REMEDY CORP. REMEDY ACQUISITION, L.P. and THE OTHER STOCKHOLDERS (AS DEFINED HEREIN) Dated as of November 26, 2019Stockholders’ Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Predecessor Stockholders’ Agreement is hereby amended and restated in its entirety as follows:
EQUITY APPRECIATION FEE RIGHT AGREEMENTEquity Appreciation Fee Right Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
This Equity Appreciation Fee Right Agreement (this “Agreement”) is entered into this 20th day of December, 2019 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the “Company”), and Collaborative Care Holdings, LLC, a limited liability company organized under the laws of Delaware (“CCH”), and sets forth the terms of an award to CCH of an Equity Appreciation Fee Right (the “EAR”) intended to serve as an incentive to CCH and its affiliate, United HealthCare Services, Inc. (“UHS”), to provide certain data and minimum purchase commitments to further enable the Company’s operations and to perform under a Clinical Consultant Agreement, dated as of March 30, 2015, by and between Signify Health, LLC (“Signify”), a wholly-owned indirect subsidiary of the Company, and UHS, together with any statements of work delivered or entered into pursuant to the terms thereof (as amended as of the date hereof and as may be a
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of May 15, 2020 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company (the “Company”), and David Pierre (the “Executive” and, together with the Company, the “Parties” and each a “Party”).
THIS EQUITY APPRECIATION FEE RIGHT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED TO ANY THIRD-PARTY FINANCING ARRANGEMENT TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS OR MAY BECOME SUBJECT (INCLUDING THE CREDIT AGREEMENT (AS...2020 Equity Appreciation Fee Right Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services • Delaware
This 2020 Equity Appreciation Fee Right Agreement (this “Agreement”) is entered into this 28th day of September, 2020 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the “Company”), and Collaborative Care Holdings, LLC, a limited liability company organized under the laws of Delaware (“CCH”), and sets forth the terms of an award to CCH of an Equity Appreciation Fee Right (the “EAR”) intended to serve as an incentive to CCH and its affiliates including, without limitation, United HealthCare Services, Inc. (“UHS”), to provide certain data and minimum purchase commitments to further enable the Company’s operations and to perform under a Clinical Consultant Agreement, dated as of March 30, 2015, by and between Signify Health, LLC (“Signify”), a wholly-owned indirect subsidiary of the Company, and UHS, together with any statements of work delivered or entered into pursuant to the terms thereof (as amended
AMENDMENT NO. 1 TO CONSULTING AGREEMENTTo Consulting Agreement • December 30th, 2020 • Signify Health, Inc. • Services-home health care services
This Amendment No. 1 to the Consulting Agreement, dated as of June 18, 2020 (this “Amendment”), is entered into by and between Chloe Ox Holdings, LLC, now known as Cure TopCo, LLC, a Delaware limited liability company (the “Company”) and Eir Partners, LLC, a Delaware limited liability company (“Consultant”). Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Consulting Agreement, dated as of March 7, 2019, by and between the Company and Consultant (the “Agreement”).
