CREDIT AGREEMENT Dated as of December 21, 2017 among CHLOE OX INTERMEDIATE 3, LLC, as Holdings, CHLOE OX PARENT, LLC, as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral...Credit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT is entered into as of December 21, 2017, among CHLOE OX INTERMEDIATE 3, LLC (F.K.A OX PARENT, LLC), a Delaware limited liability company (“Holdings” or “Buyer 1”), CHLOE OX PARENT, LLC, a Delaware limited liability company (the “Borrower” or “Buyer 2”), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (the “Collateral Agent”) and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This CREDIT AGREEMENT is entered into as of December 21, 2017, and is amended and restated as of June 22, 2018, and is further amended as of April 23, 2019, December 9, 2019 and November 17, 2020, among CURE INTERMEDIATE 3, LLC (F.K.A CHLOE OX INTERMEDIATE 3, LLC and OX PARENT, LLC), a Delaware limited liability company (“Holdings” or “Buyer 1”), SIGNIFY HEALTH, LLC (F.K.A. CHLOE OX PARENT, LLC and CURE BORROWER, LLC), a Delaware limited liability company (the “Borrower” or “Buyer 2”)), the other Guarantors party hereto from time to time, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (the “Collateral Agent”) and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
Cure Aggregator, LLCIncentive Unit Award Agreement • January 19th, 2021 • 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.
November 1, 2019 Tad Kendall Dear Tad:Employment Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services
This letter (the “Agreement”) will confirm our offer to you of employment with Remedy BCPI Partners, LLC (the “Company”), under the terms and conditions that follow.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This THIRD AMENDMENT dated as of December 9, 2019 (this “Third Amendment”) to the Credit Agreement referred to below by and among Cure Intermediate 3, LLC (f/k/a Chloe Ox Intermediate 3, LLC), a Delaware limited liability company (“Holdings”), Cure Borrower, LLC (f/k/a Signify Health, LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors party hereto, the lenders party hereto (the “2019 Incremental Revolving Credit Lenders”) and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This Employment Agreement (the “Agreement”), is made and entered into as of April 23, 2018, by and between Chloe Ox Holdings, LLC, a Delaware limited liability company (the “Company”), and Bradford Kyle Armbrester (the “Executive”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This FIFTH AMENDMENT dated as of December 7, 2020 (this “Fifth Amendment”) to the Credit Agreement referred to below by and among Cure Intermediate 3, LLC (f/k/a Chloe Ox Intermediate 3, LLC and Ox Parent, LLC), a Delaware limited liability company (“Holdings”), Signify Health, LLC (f/k/a Chloe Ox Parent, LLC and Cure Borrower, LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors from time to time party hereto, the lenders party hereto (the “December 2020 Incremental Term Lenders”) and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Administrative Agent”).
INCENTIVE UNIT AWARD AND CONTRIBUTION AGREEMENTIncentive Unit Award and Contribution Agreement • January 19th, 2021 • 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).
Dear [Name]Incentive Unit Award and Contribution Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
We are pleased to present you with this Incentive Unit Award and Contribution Agreement, with the terms and conditions as set forth below (the “Supplemental Provisions”) and in Annex A, which are incorporated into the Supplement Provisions by reference (the “Terms Agreement,” collectively with the Supplemental Provisions, this “Unit Agreement”) between yourself, as the Grantee, and Chloe Ox Holdings, LLC, a Delaware limited liability company (“Chloe”) and Chloe Ox Aggregator, LLC, a Delaware limited liability company (the “Company”), which shall be effective as of the Date of Grant.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • California
This Severance Agreement and General Release (the “Agreement”) is hereby entered into as of January 19, 2021 by and between Peter Tad Kendall (“Executive”) and Remedy BPCI Partners, LLC, a Delaware limited liability company (the “Company”).
CHLOE OX HOLDINGS, LLC February 9, 2018Board of Managers Appointment Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services
On behalf of Chloe Ox Holdings, LLC (the “Company”), we welcome and thank you for agreeing to serve as a member of the Board of Managers of the Company (the “Board”).
CONSULTING AGREEMENTConsulting Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of March 7, 2019 (the “Effective Date”), by and between Chloe Ox Holdings, LLC, a Delaware limited liability company (the “Company”), and Eir Partners, LLC, a Delaware limited liability company (“Consultant”).
Cure Aggregator, LLCIncentive Unit Award Agreement • January 19th, 2021 • 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.
COMBINATION AGREEMENT by and between REMEDY PARTNERS, INC. and CHLOE OX HOLDINGS, LLC Dated: November 14, 2019Combination Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
THIS COMBINATION AGREEMENT (this “Agreement”) is entered into as of November 14, 2019, by and between Remedy Partners, Inc., a Delaware corporation (“Remedy Opco”) and Chloe Ox Holdings, LLC, a Delaware limited liability company doing business as Signify Health (“Parent”). Certain capitalized terms used herein are defined in Section 1.1.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Signify Health, Inc. • Services-home health care services • New York
This SECOND AMENDMENT dated as of April 23, 2019 (this “Second Amendment”) to the Credit Agreement referred to below by and among Chloe Ox Intermediate 3, LLC, a Delaware limited liability company (“Holdings”), Signify Health, LLC (f/k/a Chloe Ox Parent, LLC), a Delaware limited liability company (the “Borrower”), the other Guarantors from time to time party hereto, the lender party hereto (the “2019 Incremental Term Lender”) and UBS AG, Stamford Branch, as administrative agent and collateral agent (the “Administrative Agent”).
