AMENDMENT NO. 1 TO THEAppreciation Fee Right Agreement • March 3rd, 2022 • Signify Health, Inc. • Services-home health care services
THIS AMENDMENT NO. 1 (this “Amendment”) to the 2020 Equity Appreciation Fee Right Agreement (the “2020 Agreement”), dated as of September 28, 2020, by and between Cure TopCo, LLC, a Delaware limited liability company (the “Company”), and Collaborative Care Holdings, LLC, a Delaware limited liability company (“CCH”; and together with the Company, the “Parties”), is being entered into by the Parties effective as of this 31st day of December, 2021 (the “Effective Date”), in accordance with Section 19 of the 2020 Agreement. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the 2020 Agreement.
DELIVERED VIA EMAIL December 31, 2021 Collaborative Care Holdings, LLC 11000 Optum Circle Eden Prairie, MN 55344 E-mail: troy.borca@optum.com Attention: Troy Borca With a copy to: OptumInsight, Inc. 11000 Optum Circle Eden Prairie, MN 55344 E-mail:...Signify Health, Inc. • March 3rd, 2022 • Services-home health care services • Delaware
Reference is made to (i) that certain Equity Appreciation Fee Right Agreement (as amended, restated or otherwise modified from time to time, the “2019 EAR”), dated as of December 20, 2019, by and between Cure TopCo, LLC, a Delaware limited liability company (the “Company”), and Collaborative Care Holdings, LLC, a Delaware limited liability company (“CCH” and, together with the Company, the “Parties”) and (ii) that certain 2020 Equity Appreciation Fee Right Agreement (as amended, restated or otherwise modified from time to time, the “2020 EAR” and, together with the 2019 EAR, the “EARs”), dated as of August 5, 2020, by and between the Company and CCH. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the 2019 EAR, 2020 EAR or SOW No. 7 (as defined below), as applicable.
SIGNIFY HEALTH, INC. AMENDED AND RESTATED NOTICE OF SUBSTITUTE NON-STATUTORY STOCK OPTION GRANTSubstitute Non-Statutory Stock Option Grant • March 3rd, 2022 • Signify Health, Inc. • Services-home health care services • Delaware
The Signify Stock Options were granted in connection with the initial public offering of Signify Class A Shares (the “Signify IPO”) and the entry into that certain Agreement and Plan of Merger, dated as of February 12, 2021, by and among the Company, New Remedy Corp., a Delaware corporation (“New Remedy”) and Merger Sub 2, Inc., a Delaware corporation (the “New Remedy Merger Agreement”), pursuant to which each outstanding stock option to purchase shares of Class A common stock, par value $0.001, of New Remedy (“New Remedy Class A Shares”) previously granted to the Participant under the terms of the New Remedy Corp. Amended and Restated 2019 Equity Incentive Plan (the “New Remedy Plan”) was assumed by the Company and converted into a Signify Stock Option, and is subject to the terms set forth in this Notice and the Agreement.
AMENDED AND RESTATED INCENTIVE UNIT AGREEMENTAmended and Restated Incentive Unit Agreement • March 3rd, 2022 • Signify Health, Inc. • Services-home health care services • Delaware
This AMENDED AND RESTATED INCENTIVE UNIT AGREEMENT (this “Agreement”), dated effective as of [●] (the “Restatement Date”), is entered into by and between Cure Aggregator, LLC, a Delaware limited liability company (“Aggregator”), Cure TopCo, LLC, a Delaware limited liability company (“Cure TopCo”) and [●] (“Executive”). This Agreement amends and restates in its entirety the Incentive Unit Agreement, dated effective as of the IPO Closing Date (as defined below), entered into by and between Aggregator, Cure TopCo and Executive (the “Prior Agreement”).
