FIRST LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL...First Lien Credit Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
FIRST LIEN CREDIT AGREEMENT, dated as of May 14, 2014 (this “Agreement”), by and among Connolly Parent, Inc., a Delaware corporation (“NewCo2”), which upon the effectiveness of the Parent Merger (as defined below) will be merged with and into Connolly Corporation, a Delaware corporation (“Connolly Corp.”), Bluefin Tuna Merger Sub, Inc., a Delaware corporation (“Merger Sub”), which upon the effectiveness of the Target Merger (as defined below), will be merged with and into iHealth Technologies, Inc., a Georgia corporation (the “Target”), which will be converted to a corporation organized under the laws of Delaware on the Closing Date, Bluefin Tuna Finance Sub 1, Inc., a Delaware corporation (“Finance Sub 1”), which upon the effectiveness of the Finance Sub 1 Merger (as defined below), will be merged with and into Connolly International Holdings, Inc., a Delaware corporation (“Connolly International”), and Bluefin Tuna Finance Sub 2, Inc., a Delaware corporation (“Finance Sub 2”), which
Executive Employment AgreementExecutive Employment Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Employment Agreement (the “Agreement”), entered into on May 15, 2015, is by and between Steve Senneff (the “Executive”) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the “Employer”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [·], 20[·] between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
FIRST LIEN LOAN GUARANTYFirst Lien Loan Guaranty • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
THIS FIRST LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (“Holdings”), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings and the Subsidiary Parties, collectively, the “Loan Guarantors”) and Goldman Sachs Bank USA, in its capacity as administrative agent and collateral agent for the lenders party the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 18, 2015 (this “Amendment”) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the “Top Borrower”) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this Amendment.
Strident Superholding, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT EXAMPLE ONLYNonqualified Stock Option Award Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”), is made effective as of DATE, (the “Date of Grant”) by and between Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.), a Delaware corporation (the “Company”), and EXAMPLE ONLY (the “Participant”).
SECOND LIEN LOAN GUARANTYSecond Lien Loan Guaranty • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
THIS SECOND LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (“Holdings”), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings and the Subsidiary Parties, collectively, the “Loan Guarantors”) and Royal Bank of Canada, in its capacity as administrative agent and collateral agent for the lenders party the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF COTIVITI HOLDINGS, INC.Stockholders Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Second Amended and Restated Stockholders Agreement (this “Agreement”) of Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), is entered into as of [•], 2016, by and among (i) the Company, (ii) the Advent Stockholders (as hereinafter defined), (iii) the Rollover Stockholders (as hereinafter defined) and (iv) the Other Stockholders (as hereinafter defined) from time to time party hereto. This Agreement shall become effective immediately prior to the consummation of the initial Public Offering.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • New York
This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of May 27, 2015 (this “Amendment”) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the “Top Borrower”), IHEALTH TECHNOLOGIES, INC., a Delaware corporation, CONNOLLY INTERNATIONAL HOLDINGS, INC., a Delaware corporation and CONNOLLY, LLC, a Delaware limited liability company as borrowers (each, a “Borrower” and together with the Top Borrower, the “Borrowers”), CONNOLLY INTERMEDIATE, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Top Borrower, as Subsidiary Guarantors, the Lenders under the Credit Agreement immediately prior to the First Amendment Effective Date party hereto, each Consenting Lender (as defined below), the Replacement Lender (as defined below) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Cred
SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL...Second Lien Credit Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
SECOND LIEN CREDIT AGREEMENT, dated as of May 14, 2014 (this “Agreement”), by and among Connolly Parent, Inc., a Delaware corporation (“NewCo2”), which upon the effectiveness of the Parent Merger (as defined below) will be merged with and into Connolly Corporation, a Delaware corporation (“Connolly Corp.”), Bluefin Tuna Merger Sub, Inc., a Delaware corporation (“Merger Sub”), which upon the effectiveness of the Target Merger (as defined below), will be merged with and into iHealth Technologies, Inc., a Georgia corporation (the “Target”), which will be converted to a corporation organized under the laws of Delaware on the Closing Date, Bluefin Tuna Finance Sub 1, Inc., a Delaware corporation (“Finance Sub 1”), which upon the effectiveness of the Finance Sub 1 Merger (as defined below), will be merged with and into Connolly International Holdings, Inc., a Delaware corporation (“Connolly International”), and Bluefin Tuna Finance Sub 2, Inc., a Delaware corporation (“Finance Sub 2”), which
COTIVITI HOLDINGS, INC. Form of Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”), effective as of [·], 2016 (the “Date of Grant”).
COTIVITI HOLDINGS, INC. 2016 Equity Incentive Plan Form of Stock Option Award AgreementStock Option Award Agreement • April 29th, 2016 • Cotiviti Holdings, Inc. • Services-business services, nec • Delaware
This Stock Option Award Agreement (this “Agreement”) is made by and between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”), effective as of [·] (the “Date of Grant”).
