SUPPORT AGREEMENTSupport Agreement • February 10th, 2022 • Signify Health, Inc. • Services-home health care services
WHEREAS, to induce Parent to enter into that certain Merger Agreement, dated as of the date hereof (as it may be amended, modified or amended and restated from time to time, the “Merger Agreement”), by and among Parent, Carbon Acquisition Corporation, a Delaware corporation (“Merger Sub”), the Company and Shareholder Representative Services LLC, in its capacity as the representative of the Equityholders (the “Equityholders’ Representative”), and in order to protect the assets, goodwill and going concern value of the Company (including on behalf of the Company’s direct and indirect equityholders), each Covered Person desires, on the terms set forth herein, to agree to certain other covenants and obligations as set forth herein; and
AGREEMENT AND PLAN OF MERGER dated as of February 9, 2022 by and among SIGNIFY HEALTH, INC., Carbon Acquisition Corporation, Caravan Health, Inc. and Shareholder Representative Services LLC, in its capacity as the Equityholders’ RepresentativeAgreement and Plan of Merger • February 10th, 2022 • Signify Health, Inc. • Services-home health care services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 9, 2022 is made by and among Signify Health, Inc., a Delaware corporation (“Parent”), Carbon Acquisition Corporation, a Delaware corporation (“Merger Sub”), Caravan Health, Inc., a Delaware corporation (together with its predecessors, the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Equityholders as set forth herein (the “Equityholders’ Representative”).
