EX-10.33





 Exhibit 10.33 

THIS EQUITY APPRECIATION FEE RIGHT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED TO ANY THIRD-PARTY FINANCING ARRANGEMENT TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS OR MAY BECOME SUBJECT (INCLUDING THE CREDIT AGREEMENT (AS DEFINED BELOW)). 
 2020 EQUITY
APPRECIATION FEE RIGHT AGREEMENT 
 This 2020 Equity Appreciation Fee Right Agreement (this “Agreement”) is entered
into this 28th day of September, 2020 (the “Effective Date”) by and between Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the “Company”), and Collaborative Care
Holdings, LLC, a limited liability company organized under the laws of Delaware (“CCH”), and sets forth the terms of an award to CCH of an Equity Appreciation Fee Right (the “EAR”) intended to serve as an incentive
to CCH and its affiliates including, without limitation, United HealthCare Services, Inc. (“UHS”), to provide certain data and minimum purchase commitments to further enable the Company’s operations and to perform under a
Clinical Consultant Agreement, dated as of March 30, 2015, by and between Signify Health, LLC (“Signify”), a wholly-owned indirect subsidiary of the Company, and UHS, together with any statements of work delivered or entered
into pursuant to the terms thereof (as amended as of the date hereof and as may be amended, restated or otherwise modified from time to time, the “CCA”). 

1. Grant and Value of Equity Appreciation Fee Rights. 

(a) In exchange for certain of CCH’s and UHS’s data and minimum purchase commitments and the full performance of
their respective obligations under the CCA, the Company hereby grants to CCH the EAR, under which CCH shall, subject to the terms and conditions of this Agreement, be entitled to receive an amount equal to the
non-forfeited portion of 4.5% of the excess of (i) the Fair Market Value of the Equity as of the applicable date of determination over (ii) the Base Threshold; provided, however, that
if a Change in Control or Corporate Transaction occurs on or before July 1, 2021: 
  

	 	(i)	 if the Year 1 Value is less than the Floor Value, at the election of the Company Board (subject to receipt of
the written consent of NMP V), CCH shall be entitled to receive (in lieu of any other payment and in full satisfaction of the EAR) one of the following: 


  

	 	1.	 an amount equal to the Floor Value payable in the form of cash or, if the consideration in the applicable
Change in Control or Corporate Transaction does not consist solely of cash, Applicable Consideration; 



  
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	 	2.	 cash and/or the same form of non-cash consideration in the same
proportion(s) (subject to rounding) as paid in the applicable Change in Control or Corporate Transaction (it being understood that (x) in connection with receipt of any consideration consisting of securities, CCH will be required to enter into
any shareholders agreement or similar arrangement applicable to such securities as may be entered into by NMP V and/or its Affiliates in connection with the receipt of such consideration) and (y) any equity securities issued to CCH pursuant to
this clause (2) may, at the election of the Company Board, consist of non-voting securities even if NMP V and/and or its Affiliates receive voting securities, so long as the economic terms and conditions
of such voting and non-voting securities are otherwise identical and the applicable documents provide that such voting and non-voting securities shall be deemed to have
equal value on a present and going forward basis); provided, that such cash and non-cash consideration shall have an aggregate value equal to the Floor Value (based on the value attributed to such non-cash consideration in the applicable transaction); or 


  

	 	3.	 an agreement between CCH and the controlling entity of the Company following such Change in Control or
Corporate Transaction (a “Substitute Agreement”) that substantially matches the terms of this Agreement and places CCH in the same position regarding this Agreement as it was before such Change in Control or Corporate Transaction,
it being understood that the Company Board, in its sole discretion, may elect to pay some or all of the Floor Value in cash and the remainder in the form of a Substitute Agreement; 



 

	 	(ii)	 if the Year 1 Value is greater than or equal to the Floor Value, at the election of the Company Board (subject
to receipt of the written consent of NMP V), CCH shall be entitled to receive (in lieu of any other payment and in full satisfaction of the EAR) either: 


  

	 	1.	 the Year 1 Value in the form of cash or, if the consideration in the applicable Change in Control or Corporate
Transaction does not consist solely of cash, Applicable Consideration; or 


  

	 	2.	 a Substitute Agreement, it being understood that the Company Board, in its sole discretion, may elect to pay
some or all of the Year 1 Value in cash and the remainder in the form of a Substitute Agreement. 



  
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 (b) No later than sixty (60) Business Days after December 31, 2020
for Target I, December 31, 2021 for Target II and December 31, 2022 for Target III, as applicable, the Company shall deliver a written statement of Eligible Revenue under the CCA for such fiscal period and any forfeited EAR percentages, as
applicable (such statement, the “Eligible Revenue Statement”). While such Eligible Revenue Statements may be delivered prior to receipt of Annual Audited Financial Statements for the applicable fiscal year in order to comply with
such sixty (60) Business Day deadline, if CCH delivers a Notice of Disagreement (as defined below) either party may elect to defer resolution of such dispute until delivery of the Annual Audited Financial Statements, in which case the periods
set forth in this subsection (b) shall be deemed modified accordingly. During the thirty (30) Business Day period following CCH’s receipt of the Eligible Revenue Statement, CCH shall have the opportunity to review the Eligible Revenue
Statement, and if CCH disagrees with the calculation of any items therein, it shall notify the Company in writing (“Notice of Disagreement”) of such disagreement within such thirty (30) Business Day period. Any Notice of
Disagreement shall specify in reasonable detail the specific amount(s) disputed, CCH’s rational for such dispute(s) and its proposed calculation for such disputed amount(s). The Eligible Revenue Statement shall become final and binding upon the
parties on the thirtieth (30th) Business Day following delivery thereof by the Company to CCH, unless CCH delivers a Notice of Disagreement to the Company before such date in accordance with this subsection (b). In the event that a Notice of
Disagreement is delivered within the thirty (30) Business Day period, then the dispute mechanism provisions of Section 6(f) of this Agreement shall apply mutatis mutandis (provided that (i) such provision
shall be applied with respect to the amount of Eligible Revenue actually received by Signify and its subsidiaries during the applicable fiscal period rather than the Fair Market Value of the Equity, (ii) references to Houlihan Lokey shall be
deemed to refer to an auditing firm of national standing mutually agreed by the Company and CCH and (iii) references to an investment banking firm or appraisal firm shall refer to an auditing firm of national standing). Once the Eligible
Revenue Statement has been mutually agreed upon pursuant to this Section 1(b) (or through the dispute mechanism provisions of Section 6(f)), then any forfeited portion of the EAR shall
automatically be forfeited without any further action being required by the parties. In the event an Exercise Date or Exchange Date occurs after December 31 of the applicable fiscal period for such Target and prior to final determination of the
amount of Eligible Revenue actually received by Signify and its subsidiaries during such fiscal period, the Company shall make appropriate provision for final determination of the amount of Eligible Revenue actually received by Signify and its
subsidiaries during such fiscal period or forfeited portion of the EAR based on the Eligible Revenue for such fiscal period (and may defer payment of any amount that would otherwise be payable pursuant to the portion of the EAR that is subject to
potential forfeiture based on the Eligible Revenue for such fiscal period until final determination of such Eligible Revenue in accordance with this Agreement, and which shall only be paid if the relevant portion of the EAR is not forfeited). 

  
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 2. Definitions. As used in this Agreement, the following terms have the respective
meanings set forth below: 
 “Acquired Revenue” shall mean, in the event that the Company directly or indirectly acquires
any Person or business after the date hereof, the net fees (i.e., net of any refunds, reversals or other charges) actually received by such target from UHS and its subsidiaries derived from services comparable to the services described in the first
row (Evaluations) of Schedule 6 (Fees) of SOW No. 07 (not determined in accordance with GAAP) for the 12-month period ending on the last day of the month ended immediately prior to the date of such
acquisition. For the avoidance of doubt, Acquired Revenue shall not include any Eligible Revenue in excess of such amount (i.e., if UHS increases its business with the target following such acquisition). 

“Adjustment Notice” shall have the meaning set forth in Section 8(b). 

“Affiliate” shall mean, with respect to any Person, another Person that, directly or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agreement” shall
have the meaning set forth in the preamble. 
 “Annual Audited Financial Statements” shall have the meaning set forth in
Section 9(b). 
 “Annual CCH Material Breach” shall mean, (i) with respect to any applicable
calendar year, UHS’s failure to actually provide the applicable percentage of TML Data (as defined in SOW No. 07) specified for such calendar year in the table set forth in Section 4.3.4 (Delivery of TML Data) of SOW No. 07 in
accordance with the applicable timetables set out in such table, and (ii) in the event that the Target III Measurement Period described in clause (y) of the definition thereof applies, UHS’s failure to actually provide (A) the
applicable percentage of TML Data (as defined in SOW No. 07) specified for 2022 in the table set forth in Section 4.3.4 (Delivery of TML Data) of SOW No. 07 in accordance with the applicable timetables set out in such table, and (B)
100% of TML Data in respect of the first six months of 2023 by 12/18/22; provided, that, in the case of each of the foregoing, Signify has provided UHS with notice of such failure or breach pursuant to the terms of Section 21 (Notices)
of the CCA and such failure or breach is not capable of being cured or has not been fully cured by either (a) the applicable deadline (if any) set forth in the CCA or (b) if no such deadline is set forth therein, within thirty
(30) calendar days of delivery of such written notice. 
 “Applicable Consideration” shall have the meaning set forth
in Section 6(c). 

  
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 “Applicable Percentage” shall mean, as of any applicable time on or before
the first anniversary of the Effective Date, the percentage equal to (x) 100% minus (y) the percentage equal to the aggregate percentage of the EAR that has been forfeited as of such time pursuant to Section 4.

 “Appraiser” shall have the meaning set forth in Section 6(f)(ii). 

“Base Threshold” shall mean Four Billion Dollars ($4,000,000,000.00), subject to adjustment as set forth in
Section 8. 
 “Beneficially Own” shall mean beneficial ownership as determined under Rule 13d-5 promulgated under the Exchange Act as in effect on the date hereof. 
 “Business
Day” shall mean any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close. 

“Cash Obligation” shall mean the one-time right to receive an amount in cash equal to
the non-forfeited portion of the vested EAR outstanding as of the Exchange Date calculated pursuant to the applicable formula set forth in Section 1 as of such Exchange Date, payable
when the vested and non-forfeited EAR is either (1) converted pursuant to Section 3 or (2) exercised pursuant to Section 5 within the timeframe and
in the manner set forth in Section 6 so long as such exercise occurs on or before the Expiration Date. 

“CCA” shall have the meaning set forth in the preamble. 

“CCH” shall have the meaning set forth in the preamble. 

“Change in Control” shall mean: 

(a) at any time prior to a Qualified IPO, any combination of Permitted Holders shall (i) fail to Beneficially Own, directly or indirectly,
in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Signify or (ii) fail to have the right, directly or indirectly, by voting
power, contract or otherwise, to elect or designate for election at least a majority of the Signify Board (or similar governing body) (should such body exist); or 

(b) at any time after a Qualified IPO, (i) any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date hereof), but excluding (x) any employee benefit plan of such Person and its subsidiaries and any Person or
entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) any combination of Permitted Holders, shall have, directly or indirectly, acquired Beneficial Ownership of Equity Interests
representing thirty-five percent (35%) or more of the aggregate voting power represented by the issued and outstanding Equity Interests of Signify and the Permitted Holders shall own, directly or 

  
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indirectly, less than such “person” or “group” of the aggregate voting power represented by the issued and outstanding Equity Interests of Signify unless the Permitted Holders
have, at such time, the right or the ability by voting power, contract or otherwise, to elect or designate for election at least a majority of the Signify Board (or similar governing body) or (ii) the Permitted Holders shall fail, at such time,
to have the right or the ability, directly or indirectly, by voting power, contract or otherwise, to elect or designate for election at least a majority of the Signify Board (or similar governing body) (should such body exist). 

“Closing Price” of a Share shall mean, on any day, (a) the last reported sale price for such Share on such day or, in
the event no such sale takes place on such day, the average of the closing bid and asked prices on such day, in each case on the New York Stock Exchange, or (b) if the Shares are not then listed or admitted to trading on such exchange, on the
principal national securities exchange on which the Shares are listed or admitted to trading, or, if the Shares are not listed or admitted to trading on any such exchange, the average of the highest reported bid and lowest reported asked prices for
a Share as reported on the Nasdaq National Market System. 
 “Code” shall mean the Internal Revenue Code of 1986, as
amended. 
 “Company” shall have the meaning set forth in the preamble. 

“Company Board” shall mean the board of directors of the Company. 

“Company Material Breach” shall mean (a) a material breach of the CCA by Signify resulting from an action or failure to
act by Signify or its Affiliates which results in an uncured breach of one or more of the Service Levels included in and defined in the CCA and the Statements of Work (“SOWs”) of the CCA (other than as a result of the inability to
provide services as a direct result of the Covid-19 pandemic and/or the direct effects thereof) or (b) Signify’s failure to provide staffing or other resources sufficient to provide or otherwise
fails to perform requested services under the CCA the result of which is that the Targets set forth herein are incapable of being met; provided, in the case of each of the foregoing, that UHS has provided Signify with notice of such breach
pursuant to the terms of Section 21 (Notices) of the CCA and such breach is not capable of being cured or has not been fully cured by either (a) the applicable deadline (if any) set forth in the CCA or (b) if no such deadline is set
forth therein, within thirty (30) calendar days of delivery of such written notice. 
 “Control” shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” shall have meanings correlative thereto. 
 “Corporate Transaction” shall mean the occurrence
of any event which results in the NMP Entities ceasing to Beneficially Own, directly or indirectly, Equity Interests representing 25% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of
Signify. 

  
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 “Credit Agreement” shall mean the Credit Agreement, dated as of
December 21, 2017, by and among Signify (as successor in interest to Chloe Ox Parent, LLC), Intermediate, LLC, UBS AG, STAMFORD BRANCH as Administrative Agent and Collateral Agent, UBS Securities LLC and Deutsche Bank Securities Inc. as Joint
Lead Arrangers, Joint Bookrunners, Document and Syndication Agents, and the Lenders party thereto from time to time, as has been or may be amended, amended and restated and/or modified from time to time. 

“EAR” shall have the meaning set forth in the preamble. 

“Effective Date” shall have the meaning set forth in the preamble to this Agreement. 

“Eligible Revenue” shall have the meaning set forth in Schedule I hereto. 

“Eligible Revenue Statement” shall have the meaning set forth in Section 1(b). 

“Equity Interests” shall mean, with respect to any Person, all of the shares, interests, rights, participations or other
equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing
(including through convertible securities); provided, that any instrument evidencing indebtedness convertible or exchangeable for Equity Interests shall not be deemed to be Equity Interests unless and until such instrument is so converted or
exchanged. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Exchange Date” shall mean, if the vested and non-forfeited EAR is not already
exercised pursuant to Section 5 and the Expiration Date has not occurred, 5:00 p.m., New York City time, on the first to occur of (a) at the election of CCH in its sole discretion, the last day of the calendar quarter
during which a Company Material Breach has occurred, (b) non-renewal of the CCA and (c) if (a) or (b) is not applicable, a date specified in a notice delivered by CCH to the Company pursuant to
Section 13; provided, in the case of this clause (c), that such date (i) is on or after December 31, 2022 and before the Expiration Date, (ii) is at least ten (10) Business Days following the date
of such notice and (iii) is the last date of a calendar quarter. 
 “Exercise Date” shall mean the earliest to occur
of (a) a Corporate Transaction or a Change in Control or (b) a date upon the request of CCH agreed to by the Company Board (subject to the consent of NMP V) in its sole discretion in accordance with Section 5.


  
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 “Expiration Date” shall mean 5:00 p.m. New York City time on the 20th
anniversary of the Effective Date. 
 “Fair Market Value of the Equity” shall mean, on a given date, the aggregate value of
the Reference Equity determined as follows: (a) if Reference Equity is listed or traded in a manner referred to in the definition of “Closing Price,” the volume weighted average trading price of a Share over a period of thirty
(30) calendar days immediately preceding such date, or (b) if the Reference Equity is not so listed or traded on such date, the value determined in accordance with Section 6. Notwithstanding the foregoing, if the
EAR becomes exercisable as a result of any Third Party transaction, the Fair Market Value of the Equity shall be determined in good faith by the Company Board (subject to receipt of the written consent of NMP V) by reference to the consideration
paid (as and when received) in such transaction (i.e., the valuation used to determine the price per share or unit paid to holders of Equity Interests of the Company and/or options to acquire Equity Interests of the Company in or as a result of such
transaction). 
 “Floor Value” means the dollar value of the Applicable Percentage of Twenty Five Million Dollars
($25,000,000). 
 “GAAP” shall mean generally accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions pertaining to government (including any
supra-national body exercising such powers or functions, such as the European Union or the European Central Bank). 

“Intermediate” means Cure Intermediate 3, LLC, a Delaware limited liability company formerly known as Chloe Ox Intermediate
3, LLC and indirect, wholly-owned subsidiary of the Company. 
 “Management Investors” shall mean the officers, directors,
employees and other members of management of Signify and its direct or indirect subsidiaries (or, in each case of Signify and such subsidiaries, any parent company thereof) who are investors in Signify or any direct or indirect parent thereof. 

“NMP Entities” shall mean NMP V, NMP V AIV and/or any of their respective Affiliates. 

  
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 “NMP V” shall mean New Mountain Partners V, L.P., a Delaware limited
partnership. 
 “NMP V AIV” shall mean New Mountain Partners V (AIV-C), L.P., a
Delaware limited partnership. 
 “Notice of Disagreement” shall have the meaning set forth in
Section 1(b). 
 “Objection Notice” shall have the meaning set forth in
Section 8(c). 
 “Permitted Holders” shall mean, each of (a) the Sponsor; (b) the
Management Investors; (c) any Permitted Transferee of any of the foregoing Persons; and (d) any “group” (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act as in effect on the date hereof), including any of the foregoing Persons; provided, that any combination of such foregoing Persons referred to in clauses (a), (b) and (c) shall directly or indirectly hold a
majority of the aggregate voting interests in the Equity Interests of Signify; provided, further, that the Management Investors and their Permitted Transferees that are not otherwise Permitted Holders shall not compromise more than 50% of the
“Permitted Holders” at any time. 
 “Permitted Transferee” shall mean, in the case of any Management Investor,
his or her or its executor, administrator, testamentary trustee, legatee or beneficiaries, his or her spouse, parents, siblings, members of his or her immediate family (including adopted children and step children) and/or direct lineal descendants
or (c) a trust, the beneficiaries of which, or a corporation or partnership, the equity holders or partners of which, include only such Management Investor and his or her spouse, parents, siblings, members of his or her immediate family
(including adopted children) and/or direct lineal descendants. 
 “Person” shall mean any natural person, corporation,
limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Promissory Note” shall have the meaning set forth in Section 6(c). 

“Qualified IPO” shall mean the issuance by Intermediate, Signify or any direct or indirect parent of Intermediate of its
common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the
U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) that results in Intermediate, Signify or any direct or indirect parent of Intermediate receiving net
proceeds of at least $150,000,000. 

  
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 “Reference Equity” shall mean (a) if the common Equity Interests of
the Company are listed or traded in a manner referred to in the definition of “Closing Price,” the common Equity Interests of the Company or (b) if the common Equity Interests of the Company are not so listed or traded but the common
stock or common Equity Interests of any parent entity which Beneficially Owns at least a majority of the common Equity Interests of the Company are so listed or traded, the common stock or common Equity Interests of such parent entity, or
(c) if neither clause (a) nor clause (b) applies, the Equity Interests of the Company. For the avoidance of doubt neither NMP V, NMP V AIV nor any entity that invests in or controls NMP V or NMP V AIV shall be considered a parent
entity for purposes of this definition. 
 “Securities Act” shall mean the Securities Act of 1933, as amended. 

“Share” shall mean a share (or other unit or Equity Interest, as applicable) of the Reference Equity. 

“Signify” shall have the meaning set forth in the preamble. 

“Signify Board” shall mean the board of directors (or similar governing body) of Signify. 

“SOW No. 07” shall mean Statement of Work No. 07 to the CCA. 

“Sponsor” shall mean NMP V and any of its Affiliates, and funds or partnerships managed or advised by any of them or any of
their respective Affiliates but not including, however, any portfolio company of any of the foregoing. 
 “Substitute
Agreement” shall have the meaning set forth in Section 1(a)(i). 
 “Summary Financial
Information” shall have the meaning set forth in Section 9(b). 
 “Target I” shall have
the meaning set forth in Schedule 1 hereto. 
 “Target II” shall have the meaning set forth in Schedule 1
hereto. 
 “Target III” shall have the meaning set forth in Schedule 1 hereto. 

“Target III Measurement Period” means (x) if 50.00% or more of Target II is achieved during calendar year 2021 (as
finally determined in accordance with the provisions of Section 1), the period beginning on January 1, 2022 (inclusive) and ending on December 31, 2022 (inclusive), and (y) if less than 50.00% of Target II is
achieved during calendar year 2021 (as finally determined in accordance with the provisions of Section 1), the period beginning on January 1, 2022 (inclusive) and ending on June 30, 2023 (inclusive). 

“Targets” shall mean Target I, Target II and Target III, collectively. 

“Third Party” shall mean any Person other than an NMP Entity. 

  
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 “UHS” shall have the meaning set forth in the preamble. 

“Year 1 Value” means, in the case of a Change in Control or Corporate Transaction occurring on or before July 1, 2021,
an amount equal to the non-forfeited portion of 4.5% of the excess of (A) the Fair Market Value of the Equity as of the applicable date of determination over (B) the Base Threshold. 

3. Term of EAR. If the vested EAR has not been forfeited in its entirety pursuant to Section 4 and has not
been exercised pursuant to Section 5 by the Exchange Date, then the non-forfeited portion of the vested EAR shall automatically convert into the Cash Obligation on the Exchange Date
pursuant to the applicable formula set forth in Section 1. For the avoidance of doubt, if no Change in Control or Corporate Transaction has occurred at or before the Expiration Date, and the vested and non-forfeited portion of the EAR has not otherwise been exercised pursuant to Section 5 at or before the Expiration Date, the EAR or Cash Obligation, as applicable, shall automatically be
cancelled and no payment shall be made in respect thereof. In the event of an Annual CCH Material Breach following the Exchange Date and prior to a Change in Control or Corporate Transaction, the Cash Obligation shall automatically be cancelled and
no payment shall be made in respect thereof. 
 4. Vesting; Forfeiture. 

(a) Subject to the terms and conditions hereof, one hundred percent (100%) of the EAR shall vest on the Effective Date. CCH
will not make an election pursuant to Section 83(b) of the Code in connection with the grant of the EAR. Notwithstanding the foregoing, and to the extent the EAR has not been exercised pursuant to Section 5: 

 

	 	(i)	 if an Annual CCH Material Breach occurs between the Effective Date and December 31, 2020 (subject to final
determination under any applicable dispute resolution procedures in the event CCH disputes the occurrence of such Annual CCH Material Breach), then 33.33% of the EAR will be forfeited following compliance with the provisions of
Section 1; 


  

	 	(ii)	 (A) if less than 100.00% but at least 75.00% of Target I is achieved by March 31, 2021, then 8.33% of the
EAR will be forfeited following compliance with the provisions of Section 1; provided, that if (1) less than 100.00% but at least 90.00% of Target I is achieved by March 31, 2021 and (2) Eligible
Revenue for calendar year 2021 is equal to or greater than (x) Target II plus (y) the portion of Target I not achieved by March 31, 2021, then, following compliance with the provisions of Section 1, any
portion of the EAR previously deemed to be forfeited pursuant to this 



  
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Section 4(a)(ii)(A) shall no longer be deemed to be forfeited effective as of the date that Eligible Revenue for calendar year 2021 is finally determined in accordance
with the provisions of Section 1, (B) if less than 66.66% but at least 50.00% of Target I is achieved by March 31, 2021, then 16.66% of the EAR will be forfeited following compliance with the provisions of
Section 1 and (C) if less than 50.00% of Target I is achieved by March 31, 2021, 33.33% of the EAR will be forfeited following compliance with the provisions of Section 1, it being
understood that no more than 33.33% in the aggregate of the EAR can be forfeited pursuant to this Section 4(a)(ii) and Section 4(a)(i). 


 

	 	(iii)	 if an Annual CCH Material Breach occurs during calendar year 2021, (subject to final determination under any
applicable dispute resolution procedures in the event CCH disputes the occurrence of such Annual CCH Material Breach), then 33.33% of the EAR will be forfeited following compliance with the provisions of Section 1;



  

	 	(iv)	 (A) if less than 100.00% but at least 75.00% of Target II is achieved by December 31, 2021, then 8.33% of
the EAR will be forfeited following compliance with the provisions of Section 1; provided, that if (1) less than 100.00% but at least 90.00% of Target II is achieved by December 31, 2021 and
(2) Eligible Revenue for calendar year 2022 is equal to or greater than (x) Target III plus (y) the portion of Target II not achieved by December 31, 2021, then, following compliance with the provisions of
Section 1, any portion of the EAR previously deemed to be forfeited pursuant to this Section 4(a)(iv)(A) shall no longer be deemed to be forfeited effective as of the date that Eligible Revenue for
calendar year 2022 is finally determined in accordance with the provisions of Section 1, (B) if less than 66.66% but at least 50.00% of Target II is achieved by December 31, 2021, then 16.66% of the EAR will be
forfeited following compliance with the provisions of Section 1 and (C) if less than 50.00% of Target II is achieved by December 31, 2021, then 33.33% of the EAR will be forfeited following compliance with the
provisions of Section 1, it being understood that no more than 33.33% in the aggregate of the EAR can be forfeited pursuant to this Section 4(a)(iv) and Section 4(a)(iii),
and, provided, that if (i) the amount of Eligible Revenue achieved by March 31, 2021 in respect of Target I exceeds 100.00% of Target I and (ii) the amount of Eligible Revenue achieved by December 31, 2021 in respect of
Target II would otherwise be less than 100.00% of Target II, then the amount of the excess described in the foregoing subclause (i) shall be applied towards the calculation of Eligible Revenue for purposes of determining the portion of
Target II that has been achieved and the portion of the EAR (if any) subject to forfeiture pursuant to this Section 4(a)(iv). 



  
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	 	(v)	 if an Annual CCH Material Breach occurs during the Target III Measurement Period, (subject to final
determination under any applicable dispute resolution procedures in the event CCH disputes the occurrence of such Annual CCH Material Breach), then 33.34% of the EAR will be forfeited following compliance with the provisions of
Section 1; and 


  

	 	(vi)	 (A) if less than 100.00% but at least 75.00% of Target III is achieved during the Target III Measurement
Period, then 8.33% of the EAR will be forfeited following compliance with the provisions of Section 1, (B) if less than 66.66% but at least 50.00% of Target III is achieved during the Target III Measurement Period, then
16.66% of the EAR will be forfeited following compliance with the provisions of Section 1 and (C) if less than 50.00% of Target III is achieved during the Target III Measurement Period, then 33.34% of the EAR will be
forfeited following compliance with the provisions of Section 1, it being understood that no more than 33.34% in the aggregate of the EAR can be forfeited pursuant to this Section 4(a)(vi) and
Section 4(a)(v), and, provided, that if (i) the amount of Eligible Revenue achieved by December 31, 2021 in respect of Target II exceeds 100.00% of Target II and (ii) the amount of Eligible Revenue
achieved by the end of the Target III Measurement Period in respect of Target III would otherwise be less than 100.00% of Target III, then the amount of the excess described in the foregoing subclause (i) shall be applied towards the
calculation of Eligible Revenue for purposes of determining the portion of Target III that has been achieved and the portion of the EAR (if any) subject to forfeiture pursuant to this Section 4(a)(vi).



 (b) Notwithstanding the foregoing, no portion of the EAR will be forfeited pursuant to
Section 4(a)(ii), Section 4(a)(iv) or Section 4(a)(vi), as applicable, to the extent (and solely to the extent) that the failure by UHS and its Affiliates to achieve the
relevant percentages of the applicable Target was a direct result of a Company Material Breach of the type described in clause (b) of the definition thereof; provided, in each case, that UHS and its Affiliates provided Signify and its
Affiliates with an amount of TML Data in respect of the measurement period for such Target that was sufficient in volume to allow Signify and such Affiliates to avoid the occurrence of such Company Material Breach of the type described in clause
(b) of the definition thereof. 

  
 13 













 (c) Any reference to a percentage less than 100% in this
Section 4 refers to a percentage of the original EAR before giving effect to any prior percentage reduction thereto. In the event that, as a result of one or more partial forfeitures of the EAR pursuant to this Agreement,
the percentage of the EAR that remains outstanding is less than or equal to 0.01% of the original EAR, then the remaining 0.01% (or such lesser portion) of the EAR shall automatically be forfeited without any further action on the part of any party
hereto. 
 (d) CCH shall have the right to cure a failure to achieve any of the Targets in the manner specified in the
applicable subsection of Section 4(a), by making a cash payment to the Company in an amount equal to the portion of the relevant Target not so achieved by wire transfer of immediately available funds (to an account or
accounts specified by the Company to CCH) within five (5) Business Days of the final determination of whether or not such Target was or was not achieved in the applicable year. For the avoidance of doubt, in the event of any such cure by cash
payment, no portion of the EAR shall be forfeited solely due to the failure to achieve the relevant Target in such year. 
 5. Exercise of
the EAR. Any vested and non-forfeited portion of the EAR shall be exercised automatically upon the occurrence of a Change in Control or Corporate Transaction; provided, that, notwithstanding the
foregoing, the Company Board (subject to receipt of the written consent of NMP V) may in its sole discretion permit earlier exercise of any vested and non-forfeited portion of the EAR upon the request of CCH.
For the avoidance of doubt, if the Fair Market Value of the Equity on the Exercise Date or Exchange Date is less than the Base Threshold, the EAR shall automatically be cancelled without any payment being made or owed in respect thereof. 

6. Payment; Appraisal. 

(a) Upon exercise of any vested and non-forfeited portion of the EAR by reason of a
Change in Control or Corporate Transaction, CCH shall be paid the amounts due hereunder in Applicable Consideration at (i) in the case of a Third Party transaction, the same time as amounts are payable (as and when payable) in the Third Party
transaction that results in such Change in Control or Corporate Transaction or (ii) in any other case, within thirty (30) days following any Change in Control or Corporate Transaction; provided, that any such Change in Control or
Corporate Transaction occurs on or before the Expiration Date. Sales of Shares pursuant to a public offering, sales pursuant to Rule 144 under the Securities Act, or sales otherwise made on the open market shall not constitute Third Party
transactions for purposes of this Agreement. 

  
 14 













 (b) If earlier exercise of any vested and
non-forfeited portion of the EAR is permitted by the Company Board in its sole discretion (subject to receipt of the written consent of NMP V) following a request by CCH, the amount hereunder shall be payable
in the form of cash within one hundred eighty (180) days of exercise. 
 (c) “Applicable Consideration”
shall mean (i) cash in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting solely of cash or (ii) in the event of a Change in Control or Corporate Transaction involving payment of
consideration consisting of or including noncash consideration, at the election of the Company Board (subject to receipt of the written consent of NMP V), either (A) cash or (B) cash, if applicable, and a promissory note in the same
proportion(s) (subject to rounding) to the proportion(s) of cash and the fair market value of the non-cash consideration paid in such Change in Control or Corporate Transaction (it being understood that, in
connection with receipt of any consideration in the form of a promissory note, such promissory note shall be payable in annual installments over three years commencing on the first anniversary of the exercise date, with interest accruing at 6.0% per
year, and the Company shall be permitted, in its sole discretion, to prepay such promissory note at any time and without penalty (“Promissory Note”)). Debt securities included as consideration in any Third Party transaction shall be
deemed to have a value equal to the principal amount thereof. Equity securities included as consideration in any Third Party transaction shall be valued as follows: (i) if such securities are listed or traded in a manner referred to in the
definition of “Closing Price,” the volume-weighted average trading price of the applicable security over a period of thirty (30) calendar days immediately preceding the Exercise Date or (ii) if such securities are not so listed
or traded on the Exercise Date, a value determined in accordance with Section 6 (provided that references to the Fair Market Value of the Equity shall instead be deemed to refer to the fair market value of such securities).

 (d) If a Change in Control or Corporate Transaction occurs following conversion of the EAR into the Cash Obligation and on
or prior to the Expiration Date, CCH shall be paid the amounts due hereunder in cash at (i) in the case of a Third Party transaction, the same time as amounts are payable in the Third Party transaction that results in such Change in Control or
Corporate Transaction or (ii) in any other case, within thirty (30) days following the Change in Control transaction or Corporate Transaction. 

(e) Notwithstanding the foregoing, in the event that (i) the Credit Agreement or any other Third Party financing
arrangement would prohibit the distribution of cash to the Company in an amount sufficient to make any payment in cash or (ii) the Company would not be permitted by the terms of the Credit Agreement or any other Third Party financing
arrangement to which the Company or any of its subsidiaries is subject to make any cash payment hereunder, then any cash payment hereunder shall be in the form of a Promissory Note. 

  
 15 













 (f) If clause (b) of the definition of “Fair Market Value of the
Equity” applies, the Fair Market Value of the Equity shall be determined as follows (it being understood that any determination by the Company pursuant to this clause (f) shall be subject to receipt of the written consent of NMP V): 

 

	 	(i)	 First, CCH and the Company shall negotiate in good faith for up to thirty (30) days (or such longer period
as they may mutually agree) to come to mutual agreement with respect to the Fair Market Value of the Equity. During such period, the Company shall provide CCH with such information as it may reasonably request in order to ascertain the Fair Market
Value of the Equity; provided, that such information shall be subject to the confidentiality obligations of Section 10 hereof and CCH shall be required to sign customary auditor access letters prior to being provided
with any information that the auditors of any relevant entity may require be subject to such access letters. 


  

	 	(ii)	 If CCH and the Company are unable to reach agreement pursuant to clause (i), then CCH and the Company shall
jointly engage Houlihan Lokey or such other firm determined in accordance with this clause (ii) (the “Appraiser”) to resolve such dispute (acting as an expert and not an arbitrator) within thirty (30) days after such Appraiser
is engaged in accordance with this Agreement. If such firm is unable or unwilling to serve, CCH and the Company shall jointly appoint an investment banking firm or appraisal firm of national standing to be the Appraiser. If CCH and the Company are
unable to agree upon such firm within ten (10) Business Days, then each of CCH and the Company shall select an investment banking firm or appraisal firm of national standing, and each of which will be considered an Appraiser under this
Agreement. In the event the preceding sentence applies, the Fair Market Value of the Equity will be the midpoint of the valuations provided by each such Appraiser, determined in accordance with the procedures set forth in this
Section 6(f). 


  

	 	(iii)	 The engagement with the Appraiser(s) shall contain customary confidentiality provisions reasonably acceptable
to the Company and the Appraiser(s) may be required to enter into customary auditors access letters with respect to any information that the auditors of any relevant entity may require be subject to such access letters. CCH and the Company shall
each use commercially reasonable efforts to cause the Appraiser(s) to deliver a written report containing its calculation of the Fair Market Value of the Equity within thirty (30) days of the engagement thereof. 



  
 16 














	 	(iv)	 CCH and the Company shall each provide the Appraiser(s) with a statement of its proposed Fair Market Value of
the Equity together with such supporting presentations and materials as it may deem appropriate within ten (10) Business Days following engagement of the Appraiser(s). In addition, the Company shall make available to the Appraiser(s) the books
and records of any relevant entity and the relevant personnel and properties of such companies, as well as any documents or work papers used in the preparation of the financial statements of such entities as the Appraiser(s) may reasonably request.
Each party shall provide the other with complete and accurate copies of all materials provided to the Appraiser(s), which, in the case of materials received by CCH, shall be subject to Section 10 hereof (and the execution
of customary auditors access letters as described above). 


  

	 	(v)	 The Appraiser(s) shall issue a report (or reports) regarding its (or their) determination of the Fair Market
Value of the Equity assuming an arm’s length sale of one hundred percent (100%) of the Equity Interests of the issuer of the Reference Equity to an unaffiliated third party; provided, that the Appraiser(s) may not assign a value higher
than the value proposed by CCH or lower than the value proposed by the Company. The Appraiser report(s) (or the midpoint valuation of the values in each report, as applicable) shall be final and binding on CCH and the Company for purposes of this
Agreement and shall be enforceable as an arbitration award would be, except that the activities of the Appraiser(s) and the procedures and submissions contemplated hereby are intended to be less formal than many arbitrations and no formal rules of
arbitration shall be followed (including with respect to rules of procedure and discovery). 


  

	 	(vi)	 The fees, costs and expenses of the Appraiser(s) shall be borne equally by CCH and the Company.



  

	 	(g)	 Notwithstanding any provision of this Agreement to the contrary, if the amount of any payment to be made
hereunder is being disputed by the parties, the deadline for payment shall be extended to 5:00 p.m. on the fifth (5th) Business Day following the final resolution of such dispute in accordance with the terms of this Agreement. 




  
 17 













 7. Nontransferability. The EAR is nontransferable, and may not be sold, pledged or
otherwise assigned (nor may any offer of the foregoing be made), without the consent of the Company Board (subject to receipt of the written consent of NMP V), which may be granted or withheld in its sole discretion; provided, that CCH may
transfer the EAR or the Cash Obligation in whole, but not in part to Optum, Inc. or any of its wholly-owned subsidiaries. No right or interest of CCH in the EAR shall be liable for, or subject to, any lien or obligation of CCH. No transfer of the
EAR or Cash Obligation hereunder shall affect the terms of this Agreement, including any provisions relating to forfeiture of the EAR or Cash Obligation, or the CCA. 

8. Changes in Capital Structure/Acquisitions and Dispositions; Adjustment to Base Threshold. 

(a) In the event of changes in the outstanding capital interests or in the equity capital structure of the Company (and/or any
parent entity or issuer of Reference Equity, as the case may be) by reason of primary issuances, stock (or equivalent) dividends, stock (or equivalent) splits, or combination of shares (including reverse stock (or equivalent) splits),
recapitalizations (excluding debt issuances) or other changes in the Company’s equity capital structure, and to account for mergers, consolidations and similar transactions, the Company Board shall, in its good faith discretion (subject to
receipt of the written consent of NMP V), make appropriate adjustments to the Base Threshold and any other provision of this Agreement reasonably necessary to prevent distortions or the enlargement of CCH’s rights and benefits hereunder. For
example, if the Company issues additional Equity Interests in exchange for consideration of cash or assets with a fair market value of $200,000,000 (or receives a capital contribution of such amount or with such value), then the Base Threshold would
be increased by $200,000,000 and if the Company pays a dividend or makes a distribution in the amount of $100,000,000, the Base Threshold would be decreased by $100,000,000. 

(b) Promptly (and in any event within ten (10) Business Days) following any event that would trigger an adjustment
pursuant to this Section 8 (including the declaration or payment of any dividend, distribution or similar payment or any issuance of equity, other than options, profit interests or other equity awards issued to employees,
directors or consultants of the Company or any of its subsidiaries (or equity issued upon exercise thereof)), the Company will provide CCH with a notice containing a reasonable description of such event and the proposed adjustment to the Base
Threshold, and, if applicable, other terms of this Agreement approved by the Board as a result thereof (an “Adjustment Notice”). 

(c) Within ten (10) Business Days following receipt by CCH of such Adjustment Notice, CCH may deliver an objection notice
to the Company of any dispute it has with respect to the proposed adjustment to the Base Threshold or any proposed amendment to any other provision of this Agreement contained in the Adjustment Notice (an “Objection Notice”). If the
Company does not receive such a notice by 5:00 p.m. New York City time on the tenth (10th) Business Day following the date on which CCH has received the Adjustment Notice, the adjustments proposed in the Adjustment Notice shall be deemed final and
binding on the Company and CCH. 

  
 18 













 (d) If CCH delivers an Objection Notice, the Company and CCH shall negotiate
in good faith for up to thirty (30) days (or such longer period as they may mutually agree) to come to mutual agreement with respect to the proposed adjustment. During such period, the Company shall provide CCH with such information as it may
reasonably request in order to ascertain the appropriate adjustment; provided, that such information shall be subject to the confidentiality obligations of Section 10 hereof and CCH shall be required to sign
customary auditor access letters prior to being provided with any information that the auditors of any relevant entity may require be subject to such access letters. 

(e) If CCH and the Company are unable to reach agreement pursuant to clause (d), then CCH and the Company shall jointly engage
an Appraiser (or Appraisers, if applicable) selected in accordance with the procedures described in Section 6, to resolve such dispute (acting as an expert and not an arbitrator) within thirty (30) days after such
Appraiser(s) is (are) engaged in accordance with this Agreement. CCH and the Company shall each use commercially reasonable efforts to cause the Appraiser(s) to deliver a written report (or reports, if applicable) containing its (or their)
determination(s) of the appropriate adjustment within thirty (30) days of the engagement thereof. In the event that there are two Appraisers, then the adjustment shall be the midpoint of the adjustments provided by each such Appraiser,
determined in accordance with the procedures set forth in this Section 8. 
  

	 	(i)	 CCH and the Company shall each provide the Appraiser(s) with a statement of its proposed adjustment with such
supporting presentations and materials as it may deem appropriate within ten (10) Business Days following engagement of the Appraiser(s). In addition, the Company shall make available to the Appraiser(s) the books and records of any relevant
entity the Appraiser(s) may reasonably request for purposes of its (or their) assignment. Each party shall provide the other with complete and accurate copies of all materials provided to the Appraiser(s), which, in the case of materials received by
CCH, shall be subject to Section 10 hereof (and the execution of customary auditors access letters as described above). 



  
 19 














	 	(ii)	 The engagement with the Appraiser(s) shall contain customary confidentiality provisions reasonably acceptable
to the Company and the Appraiser(s) may be required to enter into customary auditors access letters with respect to any information that the auditors of any relevant entity may require be subject to such access letters. The Appraiser(s) shall issue
report(s) regarding its (or their) determination of the appropriate adjustment; provided, that the Appraiser(s) may not determine an adjustment more favorable to CCH than as proposed by CCH and may not determine an adjustment less favorable
to CCH than as proposed by the Company. The Appraiser(s) report(s) (or the midpoint of the adjustment in each report, as applicable) shall be final and binding on CCH and the Company for purposes of this Agreement and shall be enforceable as an
arbitration award would be, except that the activities of the Appraiser(s) and the procedures and submissions contemplated hereby are intended to be less formal than many arbitrations and no formal rules of arbitration shall be followed (including
with respect to rules of procedure and discovery). 


  

	 	(iii)	 The fees, costs and expenses of the Appraiser(s) shall be borne equally by CCH and the Company.



  

	 	(f)	 Notwithstanding any provision of this Section 8 to the contrary, the Appraiser(s)
shall not have authority to resolve any dispute relating to any matter other than proposed changes to the Base Threshold and any dispute relating to changes proposed by the Company with respect to other terms of this Agreement that cannot be
resolved during the negotiation period described in clause (d) shall (unless otherwise agreed by the Company and CCH) be resolved by legal action brought in accordance with the terms of this Agreement. 



9. CCH Not an Equity Interest Holder. 

(a) CCH shall not be entitled to vote or receive dividends or be deemed the holder of any Equity Interests of the Company or
the issuer of any Reference Equity for any purpose, nor shall anything contained in this Agreement be construed to confer upon CCH, as such, any of the rights of an equityholder of the Company or the issuer of any Reference Equity or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of Equity Interests, reclassification of Equity Interests, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends,
distributions or subscription rights, or otherwise. 

  
 20 













 (b) During the term of this Agreement and until the earliest to occur of the
Exchange Date, exercise of any vested and non-forfeited portion of the EAR pursuant to Section 5 or such time as the EAR is forfeited in its entirety, the Company shall furnish
(i) no later than December 1 of each year, summary unaudited interim financial information for Signify consisting of a summary balance sheet, summary income statement and summary statement of cash flows (such financial information, the
“Summary Financial Information”) as of or for the 9-months ended September 30 of such year prepared based on information prepared in accordance with GAAP, but which shall not be required
to include footnotes or take into account normal year-end adjustments and (ii) as soon as reasonably practicable following the end of each fiscal year, audited financial statements (“Annual
Audited Financial Statements”) for Signify for such fiscal year, prepared in accordance with GAAP, accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion
shall be prepared in accordance with GAAP; provided, that the Company may redact any information from such audited financial statements that Signify reasonably believes is competitively sensitive. At the election of the Company, the Company
may elect to deliver Summary Financial Information and audited financial statements of the Company or any other wholly owned subsidiary of the Company that consolidates the operations of the operating subsidiaries of the Company’s subsidiaries,
rather than Signify (in which case the Company shall provide CCH with a reasonably detailed explanation for such change). 
 10.
Confidentiality. CCH agrees that it will keep confidential and will not disclose, divulge or use for any purpose (other than to monitor the value of, and determining the exercise of, the EAR or in connection with resolution of any dispute
hereunder) any confidential information obtained from the Company or any of its Affiliates pursuant to the terms of this Agreement or in connection with any dispute resolution process hereunder, unless such confidential information (a) is known
or becomes known to the public in general (other than as a result of a breach of this Section 10 by CCH), (b) is or has been independently developed or conceived by CCH without use of the Company’s confidential
information or (c) is or has been made known or disclosed to CCH by a third party without a breach of any obligation of confidentiality such third party may have to the Company or its Affiliates; provided, however, that CCH may
disclose confidential information (x) to its employees, Affiliates, attorneys, consultants and other professionals to the extent necessary to perform services in connection with the CCA; or (y) as may otherwise be required by law, provided
that CCH promptly notifies the Company of such disclosure and takes such steps as are reasonably requested by the Company to minimize the extent of any such required disclosure and, at the expense of the Company, cooperate with the Company to obtain
confidential treatment thereof; provided, that, in the case of clause (x), CCH shall instruct those to whom the information is provided of the confidentiality requirements of this Agreement, and CCH will be liable for damages arising from any
breaches of such confidentiality by any such Person described in clause (x). Notwithstanding anything to the contrary in this Agreement or otherwise, CCH may disclose to any person the tax treatment, tax strategies and tax structure of the EAR
and all materials provided to CCH relating to such tax treatment, tax structure or tax strategies. 

  
 21 













 11. Representations and Warranties. 

(a) The Company represents and warrants to CCH as follows as of the date hereof: 

 

	 	(i)	 The Company is a limited liability company duly organized, validly existing and in good standing under the Laws
of the State of Delaware. 


  

	 	(ii)	 The Company has all requisite limited liability company power and authority to execute and deliver this
Agreement and to effect the transactions contemplated hereby. The Company’s execution and delivery of this Agreement have been duly and validly authorized by all necessary limited liability company action on the Company’s behalf, and this
Agreement constitutes a legal, valid and binding obligation, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). 



 

	 	(iii)	 As of the date hereof, the NMP Entities collectively own approximately 93% of the aggregate ordinary voting
power of the Company. The Company is the indirect beneficial owner of all of the Equity Interests of Intermediate and Signify. Notwithstanding the foregoing, CCH acknowledges that the Equity Interests of the Company and/or its subsidiaries have been
or may be pledged as collateral pursuant to the Credit Agreement or any future financing. One or more subsidiaries of the Company collectively own all of the assets reasonably required to perform the services to be provided pursuant to the CCA (as
conducted as of the date hereof) except for such services as may be provided by subcontracting arrangements contemplated as of the date hereof or as may be implemented in the future in accordance with the terms of the CCA. 



 

	 	(iv)	 The Company has provided to CCH (or its Affiliate) complete copies of the audited consolidated balance sheets
of the Company, as of December 31, 2019 and December 31, 2018, and the related statements of operations, changes in members’ equity and cash flows for the fiscal years then ended (it being understood that certain information has been
redacted therefrom as reflected in the copy of such document provided to CCH or its Affiliate). Such financial statements have been prepared in accordance with GAAP 



  
 22 














	 	
except as may be indicated in the notes thereto and present fairly, in all material respects, the financial position of the Company, as of the dates of such financial statements and the
Company’s results of operations and cash flows for the periods then ended. No events have occurred subsequent to December 31, 2019 and prior to the date hereof that, alone or in the aggregate, would require a material restatement of such
audited financial statements in accordance with GAAP or had a material adverse effect on the financial condition, business, results of operations or properties of the Company and its subsidiaries, taken as a whole. 


 

	 	(b)	 CCH represents and warrants to the Company as follows: 



 

	 	(i)	 CCH is a limited liability company duly organized, validly existing and in good standing under the Laws of the
State of Delaware. 


  

	 	(ii)	 CCH has all requisite limited liability company power and authority to execute and deliver this Agreement and
to effect the transactions contemplated hereby. CCH’s execution and delivery of this Agreement have been duly and validly authorized by all necessary limited liability company action on CCH’s behalf, and this Agreement constitutes a legal,
valid and binding obligation, enforceable against CCH in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). 


  

	 	(iii)	 CCH is and shall be throughout the term of this Agreement either (x) a “domestic corporation”
for US federal income tax purposes or (y) an entity disregarded for US federal income tax purposes from its sole owner, which is a domestic corporation for US federal income tax purposes. 



 

	 	(iv)	 CCH is an “Accredited Investor” as defined in Rule 501(a) promulgated under Regulation D of the
Securities Act. 


  

	 	(c)	 CCH acknowledges and agrees that (x) neither the Company nor any of its Affiliates (and none of its and
their respective officers, directors, Affiliates, representatives and agents) has made or shall be deemed to have made, and CCH has not relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company
or the subject matter of this Agreement or the transactions 



  
 23 














	 	
contemplated hereby, or the accuracy or completeness of any information regarding the Company, its business, the subject matter of this Agreement or the transactions contemplated hereby furnished
or made available to CCH or its representatives, other than the respective representations, warranties, covenants and agreements of the Company that are expressly set forth in this Agreement and (y) neither the Company nor any of its Affiliates
(and none of its and their respective officers, directors, Affiliates, representatives and agents) shall have or be subject to any liability to CCH or any other person or entity resulting from or in connection with the dissemination to CCH or its
representatives, or any other person or entity, or the use by CCH, its representatives or any other person or entity of any such information or resulting from or in connection with any omission from such information, including any information,
documents or material made available through any management presentation or in any other form in connection with or expectation of the entry into this Agreement or the transactions contemplated hereby provided, however, that clause
(y) shall not apply with respect to the respective representations, warranties, covenants and agreements of the Company made in this Agreement. 


12. Compliance with Law; Withholding. 

(a) The EAR shall not be exercisable, and no payment shall be made, except in compliance with all applicable federal and state
laws and regulations, any listing agreement with any stock exchange to which the Company (or the issuer of any Reference Equity) is a party, and the rules of all domestic stock exchanges on which the Company’s (or any successor’s or
parent’s) Shares may be listed. The Company shall have a right to rely on an opinion of its legal counsel as to compliance. 

(b) Each of the Company and its Affiliates shall have the right to deduct and withhold from any amounts payable (or deemed
paid) by the Company or any of its Affiliates in respect of this Agreement an amount equal to any taxes required to be deducted and withheld for federal, state or local income or other tax purposes in respect thereof. To the extent any such amounts
are so deducted and withheld, such amounts will be treated for all purposes of this Agreement as having been paid to CCH as provided in this Agreement. CCH agrees to furnish to the Company all information requested by the Company to enable it or its
Affiliates to comply with any reporting or other requirements imposed upon the Company or its Affiliates by or under any applicable statute or regulation. 

  
 24 













 (c) In connection with the execution of this Agreement, CCH shall deliver to
the Company a properly completed IRS Form W-9 in its name certifying that it is exempt from (or otherwise not subject to) backup withholding taxes. If such form expires, CCH shall promptly notify the Company
and deliver an updated IRS Form W-9 (or any applicable successor form) in its name conforming to the foregoing requirements. 

13. Notices. Any notices or other communications required or permitted hereunder will be deemed to have been properly given and
delivered if in writing by such party and delivered (a) personally, (b) by e-mail (provided that notice by e-mail shall only be deemed delivered if a copy of said
notice is also sent within one (1) Business Day in accordance with clause (c)), or (c) nationally recognized overnight courier service guaranteeing overnight delivery, addressed as follows (or to such other address as the Company or CCH
may provide in accordance with this Section 13): 
 If to the Company: 

Cure TopCo, LLC 
 c/o Signify
Health 
 4055 Valley View Ln, Suite 400 

Dallas, TX 75244 
 E-mail: 
 Attention: Kyle Armbrester; Adam McAnaney 

with copies to (which shall not constitute notice): 

Ropes & Gray LLP 
 1211
Avenue of the Americas 
 New York, New York 10036-8704 

E-mail: 

Attention: John Sorkin, Esq.; Garrett Charon, Esq. 

and 
 New Mountain Partners V,
L.P. 
 c/o New Mountain Capital, L.L.C. 

787 Seventh Avenue, 49th Floor 

New York, NY 10019 
 E-mail: 
 Attention: Matthew Holt and Kyle Peterson 

  
 25 













 If to CCH: 

Collaborative Care Holdings, LLC 

11000 Optum Circle 
 Eden Prairie,
MN 55344 
 E-mail: 

Attention: Troy Borca 
 with
copies to (which shall not constitute notice): 
 OptumInsight, Inc. 

11000 Optum Circle 
 Eden Prairie,
MN 55344 
 E-mail: 

Attention: General Counsel 

Faegre Drinker Biddle & Reath LLP 

2200 Wells Fargo Center 
 90 S.
Seventh Street 
 Minneapolis, MN 55402-3901 

E-mail: 

Attention: Ben Stacke, Esq. 

Such notice shall be deemed given one (1) Business Day after delivery in conformity with the terms of this
Section 13. 
 14. Operation of CCA. Nothing herein shall be construed to preclude either Signify or UHS
from exercising their respective rights and performing their respective obligations under the CCA. 
 15. Entire Agreement. This
Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect
to such subject matter. For the avoidance of doubt, nothing contained herein shall be construed to supersede the prior Equity Appreciation Fee Agreement entered into between the parties, which such agreement shall remain unmodified and in full force
and effect in accordance with its terms. 
 16. Successor and Assigns. This Agreement and the rights evidenced hereby shall be binding
upon and shall inure to the benefit of the parties hereto and the successors and assigns of the Company and CCH, subject to Sections 7 and 17. 

  
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 17. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
Company and its successors and, in the case of CCH, its permitted successors in accordance with Sections 7 and 16 and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable
right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. Notwithstanding anything to the contrary contained herein, neither the Company nor the Company Board shall take or consent to any action under this Agreement
without obtaining the prior written consent of NMP V (which consent may be given or withheld in its sole discretion) to the extent specified herein and NMP V shall be deemed an express third party beneficiary of this Agreement for purposes of
enforcing this sentence and any other provision of this Agreement referencing the consent of NMP V. 
 18. Headings. The headings in
this Agreement are for reference only and shall not affect the interpretation of this Agreement. 
 19. Amendment and Modification;
Waiver; Termination. Except as otherwise provided herein, any term of this Agreement may be amended or waived only with the written consent of the Company (subject to receipt of the written consent of NMP V) and by CCH. This Agreement will
terminate (a) if a Change in Control or Corporate Transaction has not occurred on or prior to the Expiration Date, on the Expiration Date or (b) if a Change in Control or Corporate Transaction has occurred on or prior to the Expiration
Date, at the later of (i) the consummation of such Change in Control or Corporate Transaction and (ii) the last date on which payments are made pursuant to this Agreement; provided, that if the Company Board permits early exercise
of any vested and non-forfeited portion of the EAR upon CCH’s request, this Agreement will terminate on the last date on which payment is made with respect to the early exercise. 

20. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

21. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware
without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. 

22. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby may only be instituted in the federal courts of the United States of America located in New York County in the State of New York or the courts of the State of New York located in New York County in the State of New York, and each
party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall
be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and
irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

  
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 23. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 24. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

25. No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any instrument to be drafted. 
 26. Subordination. CCH
acknowledges and agrees that this Agreement and all of the rights and obligations hereunder (whether or not expressly provided for herein) are subordinate to the Credit Agreement or any other third-party financing arrangement to which the Company or
any of its subsidiaries is subject and the Company’s rights and obligations in respect thereof. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the Company has duly executed this Agreement effective as of the
Effective Date. 
  

			
	CURE TOPCO, LLC
		
	By:	 	 /s/ Steve Senneff

		 	Name: Steve Senneff
		 	Title:   Chief Financial Officer


 Accepted and agreed 
  

			
	COLLABORATIVE CARE 
HOLDINGS, LLC
		
	By:	 	 /s/ Dan Schumacher

		 	Name: Dan Schumacher
		 	Title:   President & COO, Optum

 [SIGNATURE PAGE TO EQUITY APPRECIATION FEE RIGHTS AGREEMENT]