SIGNIFY HEALTH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is made among Signify Health, Inc., a Delaware corporation (the “Company”); the shareholders listed on Schedule A hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall Assign any rights hereunder in accordance with Section 4.5 (each such Person, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CURE TOPCO, LLC Dated as of [ ], 2021Limited Liability Company Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF CURE TOPCO, LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2021, by and among the Company, Signify Health, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
TAX RECEIVABLE AGREEMENT among SIGNIFY HEALTH, INC., CURE TOPCO, LLC, and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2021, is hereby entered into by and among Signify Health, Inc., a Delaware corporation (the “Corporate Taxpayer”), Cure TopCo, LLC, a Delaware limited liability company (“OpCo”), each of the undersigned parties and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
SIGNIFY HEALTH, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
AGREEMENT, dated as of [ ], 2021 (“Agreement”) among the parties listed on the signature pages hereto (each, together with his, her or its Permitted Transferees as defined in the Amended and Restated Certificate of Incorporation of Pubco, a “Holder,” and together, the “Holders”) and Signify Health, Inc. (“Pubco”).
REORGANIZATION AGREEMENTReorganization Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • New York
This REORGANIZATION AGREEMENT (this “Agreement”), dated as of [ ], 2021, is entered into by and among (a) Cure TopCo, LLC, a Delaware limited liability company (the “Company”); (b) New Remedy Corp., a Delaware corporation (“New Remedy”); New Mountain Partners V (AIV-C), L.P., a Delaware limited partnership (“NMP AIV”); New Mountain Partners V (AIV-C2), L.P., a Delaware limited partnership (“NMP AIV-C2”); Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator LLC”); TTCP Executive Fund – CA, LLC, a Delaware limited liability company, HV Special Situations Fund L.P. (UAW), a Delaware limited partnership and THV COH Blocker Corp., a Delaware corporation (each entity set forth in this clause (b), a “Pre-IPO LLC Member” and, together, the “Pre-IPO LLC Members”) and (c) Signify Health, Inc., a Delaware corporation (“Pubco”).
Signify Health, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • New York
Signify Health, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The shares of Class A Common Stock to be outstanding after giving effect to the sale of Shares contemplated hereby and the Reorganization Transactions (as defined below), together with the shares of Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock”) are hereinafter referred to as the “Stock.”
SIGNIFY HEALTH, INC. DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2021 • Signify Health, Inc. • Services-home health care services • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the [ ] day of [ ], 2021, by and between Signify Health, Inc., a Delaware corporation (the “Company”), Cure TopCo, LLC, a Delaware limited liability company (the “LLC” and, together with the Company, the “Signify Parties”) and [ ] (“Indemnitee”).
