exhibit105






EXHIBIT 10.5  EXECUTION DRAFT            TAX RECEIVABLE AGREEMENT    among  SIGNIFY HEALTH, INC.,  CURE TOPCO, LLC,    and    THE PERSONS NAMED HEREIN                              Dated as of February 12, 2021                      





 






EXECUTION DRAFT       TABLE OF CONTENTS    Page    ARTICLE I DEFINITIONS ............................................................................................... 2  Section 1.01 Definitions................................................................................................ 2    ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT............................... 10  Section 2.01 Basis Adjustment ................................................................................... 10  Section 2.02 Realized Tax Benefit and Realized Tax Detriment ............................... 11  Section 2.03 Procedures, Amendments....................................................................... 11    ARTICLE III TAX BENEFIT PAYMENTS ................................................................... 13  Section 3.01 Payments. ............................................................................................... 13  Section 3.02 No Duplicative Payments....................................................................... 14  Section 3.03 Pro Rata Payments ................................................................................. 14    ARTICLE IV TERMINATION........................................................................................ 15  Section 4.01 Termination, Early Termination and Breach of  Agreement. ............................................................................................. 15  Section 4.02 Early Termination Notice....................................................................... 16  Section 4.03 Payment upon Early Termination .......................................................... 16    ARTICLE V SUBORDINATION AND LATE PAYMENTS ........................................ 17  Section 5.01 Subordination ......................................................................................... 17  Section 5.02 Late Payments by the Corporate Taxpayer ............................................ 17    ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION .............................. 17  Section 6.01 Participation in the Corporate Taxpayer’s and OpCo’s   Tax Matters ............................................................................................ 17  Section 6.02 Consistency ............................................................................................ 18  Section 6.03 Cooperation ............................................................................................ 18    ARTICLE VII MISCELLANEOUS ................................................................................. 18  Section 7.01 Notices ................................................................................................... 18  Section 7.02 Binding Effect; Benefit; Assignment ..................................................... 19  Section 7.03 Resolution of Disputes. .......................................................................... 19  Section 7.04 Counterparts ........................................................................................... 20  Section 7.05 Entire Agreement ................................................................................... 20  Section 7.06 Severability ............................................................................................ 21  Section 7.07 Amendment ............................................................................................ 21  Section 7.08 Governing Law ...................................................................................... 21  Section 7.09 Reconciliation ........................................................................................ 21  Section 7.10 Withholding ........................................................................................... 22  





 






EXECUTION DRAFT       Section 7.11 Admission of the Corporate Taxpayer into a Consolidated  Group; Transfers of Corporate Assets ................................................... 22  Section 7.12 Confidentiality ....................................................................................... 23  Section 7.13 Change in Law ....................................................................................... 23  Section 7.14 Partnership Agreement........................................................................... 23  





 






EXECUTION DRAFT       TAX RECEIVABLE AGREEMENT    This TAX RECEIVABLE AGREEMENT (as amended from time to time, this  “Agreement”), dated as of February 12, 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”).    WHEREAS, OpCo is treated as a partnership for U.S. federal income tax  purposes and the Corporate Taxpayer is classified as an association taxable as a corporation for  U.S. me tax purposes;    WHEREAS, following certain reorganization transactions undertaken prior to the  IPO (defined below), including a recapitalization of all of the membership interests in OpCo into  one class of common units (the “Common Units”), certain TRA Parties hold Common Units;    WHEREAS, on and after the date hereof, pursuant to Section 10.01 of the LLC  Agreement, certain TRA Parties have the right, in their sole discretion, from time to time to  require OpCo to redeem (a “Redemption”) all or a portion of such TRA Party’s Common Units  for cash or, at the Corporate Taxpayer’s option, shares of Class A common stock, $0.01 par  value per share, of the Corporate Taxpayer (the “Class A Common Stock”); provided that,  pursuant to Section 10.03 of the LLC Agreement and at the election of the Corporate Taxpayer,  the Corporate Taxpayer may effect a direct exchange (a “Direct Exchange,” and together with a  Redemption, the AIV Contribution and any purchase (as determined for U.S. federal income tax  purposes) of Common Units by the Corporate Taxpayer or one of its wholly-owned Subsidiaries  from a TRA Party, an “Exchange”) of such cash or shares of Class A Common Stock for such  Common Units;    WHEREAS, OpCo and each of its direct and indirect subsidiaries treated as a  partnership for U.S. federal income tax purposes will have in effect an election under Section  754 of the Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable Year (as  defined below), which elections are intended generally to result in an adjustment to the tax basis  of the assets owned by OpCo (solely with respect to the Corporate Taxpayer) at the time of an  Exchange (such time, the “Exchange Date”) by reason of such Exchange and at the time of  receipt of certain payments under this Agreement;    WHEREAS, New Remedy Corp., a Delaware corporation (“New Remedy”) ,  THV COH Blocker Corp., a Delaware corporation, and New Mountain Partners V Special (AIV-  C), LLC, a Delaware limited liability company, (each a “Blocker Company” and collectively, the  “Blocker Companies”) are taxable as corporations for U.S. federal income tax purposes;    WHEREAS, each Blocker Company will merge with and into the Corporate  Taxpayer or a subsidiary of the Corporate Taxpayer (each, a “Merger”), and as a result of such  Merger the Corporate Taxpayer will be entitled to utilize certain Blocker Tax Attributes  attributable to such Blocker Company;  





 






EXECUTION DRAFT       WHEREAS, certain Options to purchase New Remedy Shares (as defined below)  granted prior to the Mergers pursuant to the New Remedy Amended and Restated 2019 Equity  Incentive Plan or the New Remedy Amended and Restated 2012 Equity Incentive Plan will, in  connection with the Mergers, convert into stock options to purchase shares of Class A Common  Stock and shall not, for the avoidance of doubt, be exercised before or in connection with the  Mergers or the IPO;    WHEREAS, as a result of the Mergers, as well as the contribution by New  Mountain Partners V (AIV-C), L.P., a Delaware limited partnership, of Common Units to the  Corporate Taxpayer immediately following the Mergers (the “AIV Contribution”), the Corporate  Taxpayer may be entitled to utilize (or otherwise be entitled to the benefits arising out of) the  Exchange Basis with respect thereto;    WHEREAS, the income, gain, loss, expense and other Tax (as defined below)  items of the Corporate Taxpayer may be affected by the Tax Attributes (as defined below); and    WHEREAS, the parties to this Agreement desire to make certain arrangements  with respect to the effect of the Tax Attributes on the actual liability for Taxes of the Corporate  Taxpayer.    NOW, THEREFORE, in consideration of the foregoing and the respective  covenants and agreements set forth herein, and intending to be legally bound hereby, the parties  hereto agree as follows:    ARTICLE I  DEFINITIONS  Section 1.01 Definitions.    (a) The following terms shall have the following meanings for the  purposes of this Agreement:    “Actual Tax Liability” means, with respect to any Taxable Year, the actual  liability for U.S. federal, state and local income Taxes of (i) the Corporate Taxpayer and (ii)  without duplication, OpCo, but only with respect to Taxes imposed on OpCo and allocable to the  Corporate Taxpayer for such Taxable Year, and calculated assuming that Subsequently Acquired  TRA Attributes do not exist.    “Affiliate” means, with respect to any Person, any other Person that directly or  indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common  Control with, such Person.    “Agreed Rate” means a per annum rate of LIBOR plus 100 basis points.    “Basis Adjustment” means the adjustment to the Tax basis of a Reference Asset  under Sections 732 and 1012 of the Code and the Treasury Regulations promulgated thereunder  





 






EXECUTION DRAFT       (in situations where, as a result of one or more Exchanges, OpCo becomes an entity that is  disregarded as separate from its owner for U.S. federal income tax purposes) or under Sections  734(b), 743(b) and 754 of the Code and the Treasury Regulations promulgated thereunder (in  situations where, following an Exchange, OpCo remains in existence as a partnership for U.S.  federal income tax purposes) and, in each case, comparable sections of state and local tax laws,  as a result of (i) an Exchange and (ii) the payments made pursuant to this Agreement to the TRA  Party that effected such Exchange. For the avoidance of doubt, the amount of any Basis  Adjustment resulting from an Exchange of one or more Common Units shall be determined  without regard to any Pre-Exchange Transfer of such Common Units and as if any such Pre-  Exchange Transfer had not occurred.    A “Beneficial Owner” of a security is a Person who directly or indirectly, through  any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting  power, which includes the power to vote, or to direct the voting of, such security and/or (ii)  investment power, which includes the power to dispose of, or to direct the disposition of, such  security.    “Blended Rate” means, with respect to any Taxable Year, the sum of the effective  rates of Tax imposed on the aggregate net income of the Corporate Taxpayer or OpCo, as  applicable, in each state or local jurisdiction in which the Corporate Taxpayer or OpCo, as  applicable, files Tax Returns for such Taxable Year, with the maximum effective rate in any  state or local jurisdiction being equal to the product of: (i) the apportionment factor on the  income or franchise Tax Return filed by the Corporate Taxpayer or OpCo, as applicable, in such  jurisdiction for such Taxable Year, and (ii) the maximum applicable corporate tax rate in effect  in such jurisdiction in such Taxable Year. As an illustration of the calculation of Blended Rate  for a Taxable Year, if the Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a  Taxable Year, the maximum applicable corporate tax rates in effect in such states in such  Taxable Year are 6% and 5%, respectively and the apportionment factors for such states in such  Taxable Year are 60% and 40%, respectively, then the Blended Rate for such Taxable Year is  equal to 5.6% (i.e., 6% times 60% plus 5% times 40%).    “Blocker Company” is defined in the recitals to this Agreement.    “Blocker Tax Attributes” means (i) the share of Tax basis (including under  Sections 734(b), 743(b) and 754 of the Code and Section 1.743-1(h) of the Treasury Regulations  and, in each case, the comparable sections of U.S. state and local tax law) of the Reference  Assets that is amortizable under Section 197 of the Code or that is otherwise amortizable or  depreciable for U.S. federal income tax purposes or that is Accounting Adjustment Basis, in each  case, attributable to the Common Units acquired by the Corporate Taxpayer from the Blocker  Companies in the Mergers (“Blocker Transferred Basis”) and (ii) net operating losses (and  carryforwards thereof), capital losses (and carryforwards thereof), disallowed interest expense  carryforwards under Section 163(j) of the Code and credit carryforwards of the Blocker  Companies relating to taxable periods ending on or prior to the IPO Date (such taxable periods,  the “Pre-IPO Tax Period” and such attributes, the “Pre-IPO NOLs”). Notwithstanding the  foregoing, the term “Pre-IPO NOL” shall not include any Tax attribute of a Blocker Company  





 






EXECUTION DRAFT       that is used to offset Taxes of such Blocker Company, if such offset Taxes are attributable to  taxable periods (or portion thereof) ending on or prior to the date of the Merger.    “Blocker Refunds” means refunds of Taxes actually received by the Corporate  Taxpayer (net of any Taxes imposed with respect thereto and other out-of-pocket costs or  expenses incurred by the Corporate Taxpayer in connection with such refunds) in respect of  Taxes paid by a Blocker Company in a Pre-IPO Tax Period to the extent such refunds do not  result from the use of the Corporate Taxpayer’s Tax assets attributable to a post-IPO taxable  period which, for the avoidance of doubt, are not Tax Attributes.    “Board” means the board of directors of the Corporate Taxpayer.      Agreement.  “Business Day” shall have the meaning ascribed to such term in the LLC    “Change of Control” means the occurrence of any of the following events:    (i) any Person or any group of Persons acting together which would  constitute a “group” for purposes of Section 13(d) of the Securities and Exchange Act of 1934, or  any successor provisions thereto, excluding (x) a corporation or other entity owned, directly or  indirectly, by the stockholders of the Corporate Taxpayer in substantially the same proportions as  their ownership of stock in the Corporate Taxpayer and (y) any TRA Party or any of its Affiliates  who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporate  Taxpayer representing more than 50% of the combined voting power of the Corporate  Taxpayer’s then outstanding voting securities; or    (ii) the following individuals cease to constitute a majority of the number of  directors of the Corporate Taxpayer then serving: individuals who, on the IPO Date, constitute  the Board and any new director whose appointment or election by the Board or nomination for  election by the Corporate Taxpayer’s shareholders was approved or recommended by a vote of at  least a majority of the directors then still in office who either were directors on the IPO Date or  whose appointment, election or nomination for election was previously so approved or  recommended by the directors referred to in this clause (ii); or    (iii) there is consummated a merger or consolidation of the Corporate  Taxpayer with any other corporation or other entity, and, immediately after the consummation of  such merger or consolidation, either (x) the Board immediately prior to the merger or  consolidation does not constitute at least a majority of the board of directors of the company  surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof or  (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or  consolidation do not continue to represent or are not converted into more than 50% of the  combined voting power of the then outstanding voting securities of the Person resulting from  such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent  thereof; or  





 






EXECUTION DRAFT       (iv) the shareholders of the Corporate Taxpayer approve a plan of complete  liquidation or dissolution of the Corporate Taxpayer or there is consummated an agreement or  series of related agreements for the sale or other disposition, directly or indirectly, by the  Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets, other than such  sale or other disposition by the Corporate Taxpayer of all or substantially all of the Corporate  Taxpayer’s assets to an entity, at least 50% of the combined voting power of the voting securities  of which are owned by shareholders of the Corporate Taxpayer in substantially the same  proportions as their ownership of the Corporate Taxpayer immediately prior to such sale.    Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a  “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any  transaction or series of integrated transactions immediately following which the record holders of  the shares of the Corporate Taxpayer immediately prior to such transaction or series of  transactions continue to have substantially the same proportionate ownership in, and own  substantially all of the shares of, an entity which owns all or substantially all of the assets of the  Corporate Taxpayer immediately following such transaction or series of transactions.    “Control” means the possession, direct or indirect, of the power to direct or cause  the direction of the management and policies of a Person, whether through ownership of voting  securities, by contract or otherwise.    “Corporate Taxpayer Return” means the U.S. federal and/or state and/or local Tax  Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable  Year.    “Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative  amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and  including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the  same periods.  The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year  shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if  any, in existence at the time of such determination; provided that, for the avoidance of doubt, the  computation of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any  applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax  Detriments.    “Default Rate” means a per annum rate of LIBOR plus 500 basis points.    “Determination” shall have the meaning ascribed to such term in Section 1313(a)  of the Code or similar provision of state and local tax law, as applicable, or any other event  (including the execution of IRS Form 870-AD) that finally and conclusively establishes the  amount of any liability for Tax and shall also include the acquiescence of the Corporate  Taxpayer to the amount of any assessed liability for Tax.    “Direct Exchange” is defined in the recitals to this Agreement.    “Early Termination Date” means the date of an Early Termination Notice for  purposes of determining the Early Termination Payment.  





 






EXECUTION DRAFT       “Early Termination Rate” means a per annum rate of the lesser of (i) 6.5% per  annum, compounded annually, and (ii) LIBOR plus 150 basis points.    “Exchange” is defined in the recitals to this Agreement.    “Exchange Basis” means Tax basis (including under Sections 734(b), 743(b) and  754 of the Code and Section 1.743-1(h) of the Treasury Regulations and, in each case, the  comparable sections of U.S. state and local tax law) of the Reference Assets that is amortizable  under Section 197 of the Code or that is otherwise amortizable or depreciable for U.S. federal  income tax purposes or that is Accounting Adjustment Basis, in each case, as of immediately  prior to an Exchange that is allocable to the Common Units being exchanged by a TRA Party and  acquired by the Corporate Taxpayer in connection with the relevant Exchange which, for the  avoidance of doubt, shall not include any Blocker Transferred Basis. For the avoidance of doubt,  the amount of any Exchange Basis as of immediately prior to an Exchange of one or more  Common Units shall be determined without regard to any Pre-Exchange Transfer of such  Common Units and as if any such Pre-Exchange Transfer had not occurred.    “Exchange Date” is defined in the recitals to this Agreement.    “Governmental Authority” has the meaning set forth in the LLC Agreement.    “Hypothetical Federal Tax Liability” means, with respect to any Taxable Year,  the liability for U.S. federal income Taxes of (i) the Corporate Taxpayer and (ii) without  duplication, OpCo, but only with respect to U.S. federal income Taxes imposed on OpCo and  allocable to the Corporate Taxpayer, in each case using the same methods, elections, conventions  and similar practices used on the relevant Corporate Taxpayer Return and the relevant OpCo Tax  Return, but (v) using the Non-Stepped Up Tax Basis, Non-Exchange Basis and Non-Blocker  Transferred Basis as reflected on the applicable Attribute Schedule, including amendments  thereto, for the Taxable Year, (w) excluding any deduction attributable to Pre-IPO NOLs and any  deductions in respect of payments made under this Agreement to Optionholders and SEU  Holders for the Taxable Year, (x) excluding any deduction attributable to Imputed Interest for the  Taxable Year, (y) deducting the Hypothetical Other Tax Liability (rather than any amount for  state, local or foreign tax liabilities) for such Taxable Year to the extent state and local taxes are  deductible for the applicable entity and (z) without taking into account the carryforward or  carryback of any Tax item (or portions thereof) that is attributable to or (without duplication)  available for use because of the prior use of any of the Tax Attributes.  Furthermore, the  Hypothetical Federal Tax Liability shall be calculated assuming that Subsequently Acquired  TRA Attributes do not exist.    “Hypothetical Other Tax Liability” means, with respect to any Taxable Year, U.S.  federal taxable income determined in connection with calculating the Hypothetical Federal Tax  Liability for such Taxable Year (determined without regard to clause (y) thereof) multiplied by  the Blended Rate for such Taxable Year.    “Hypothetical Tax Liability” means, with respect to any Taxable Year, the  Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax  Liability for such Taxable Year.  





 






EXECUTION DRAFT       “Imputed Interest” shall mean any interest imputed under Section 1272, 1274 or  483 or other provision of the Code and any similar provision of state and local tax law with  respect to the Corporate Taxpayer’s payment obligations under this Agreement.    “IPO” means the initial public offering of Class A Common Stock of the  Corporate Taxpayer.    “IPO Date” means the closing date of the IPO.    “IRS” means the U.S. Internal Revenue Service.    “LIBOR” means during any period, the rate which appears on the Bloomberg  Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S.  dollar deposits are offered by leading banks in the London interbank deposit market), or the rate  which is quoted by another source selected by the Corporate Taxpayer as an authorized  information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered  by leading banks in the London interbank deposit market (an “Alternate Source”), at  approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of such  period as the London interbank offered rate for U.S. dollars having a borrowing date and a  maturity comparable to such period. If the Corporate Taxpayer has made the determination (such  determination to be conclusive absent manifest error) that (i) LIBOR is no longer a widely  recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars or  (ii) the applicable supervisor or administrator (if any) of LIBOR has made a public statement  identifying a specific date after which LIBOR shall no longer be used for determining interest  rates for loans in the U.S. loan market in U.S. dollars, then the Corporate Taxpayer shall (as  determined by the Corporate Taxpayer to be consistent with market practice generally), establish  a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall,  subject to the next two sentences, replace LIBOR for all purposes under this Agreement. In  connection with the establishment and application of the Replacement Rate, this Agreement shall  be amended solely with the consent of the Corporate Taxpayer and OpCo, as may be necessary  or appropriate, in the reasonable judgment of the Corporate Taxpayer, to effect the provisions of  this section. The Replacement Rate shall be applied in a manner consistent with market practice;  provided that, in each case, to the extent such market practice is not administratively feasible for  the Corporate Taxpayer, such Replacement Rate shall be applied as otherwise reasonably  determined by the Corporate Taxpayer.    “LLC Agreement” means the Amended and Restated Limited Liability Company  Agreement of OpCo, dated as of the date hereof.    “Market Value” shall mean the closing price of the Class A Common Stock on the  applicable Exchange Date on the national securities exchange or interdealer quotation system on  which such Class A Common Stock is then traded or listed, as reported by the Wall Street  Journal; provided, that if the closing price is not reported by the Wall Street Journal for the  applicable Exchange Date, then the Market Value shall mean the closing price of the Class A  Common Stock on the Business Day immediately preceding such Exchange Date on the national  securities exchange or interdealer quotation system on which such Class A Common Stock is  then traded or listed, as reported by the Wall Street Journal; provided, further, that if the Class A  





 






EXECUTION DRAFT       Common Stock is not then listed on a national securities exchange or interdealer quotation  system, the Market Value shall mean the cash consideration paid for Class A Common Stock, or  the fair market value of the other property delivered for Class A Common Stock, as determined  by the Board in good faith.    “Merger” is defined in the recitals to this Agreement.    “New Remedy Shares” means shares of Class A common stock, par value $0.001  per share, of New Remedy.    “Non-Blocker Transferred Basis” means, with respect to any Reference Asset that  has Blocker Transferred Basis at the time of the Mergers, the Tax basis that such Reference  Asset would have had if the Blocker Transferred Basis at the time of the Mergers was equal to  zero.    “Non-Exchange Basis” means with respect to any Reference Asset that has  Exchange Basis as of immediately prior to an Exchange, the Tax basis that such Reference Asset  would have had if the Exchange Basis of such Reference Asset as of immediately prior to such  Exchange was equal to zero.    “Non-Stepped Up Tax Basis” means, with respect to any Reference Asset at any  time, the Tax basis that such asset would have had at such time if no Basis Adjustments had been  made.    “Option” means a stock option to purchase New Remedy Shares granted prior to  the Mergers pursuant to the New Remedy Amended and Restated 2019 Equity Incentive Plan or  the New Remedy Amended and Restated 2012 Equity Incentive Plan and, in connection with the  Mergers, converted into a stock option to purchase shares of Class A Common Stock.    “Option Shares” means the number of shares of Class A Common Stock subject  to the Options outstanding as of immediately after the Mergers.    “Optionholder” means a holder of an Option.    “Payment Date” means any date on which a payment is required to be made  pursuant to this Agreement.    “Person” means any individual, corporation, firm, partnership, joint venture,  limited liability company, estate, trust, business association, organization, governmental entity or  other entity.    “Pre-Exchange Transfer” means any transfer or distribution in respect of one or  more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to  which Section 743(b) or 734(b) of the Code applies.    “Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of (i) the  Hypothetical Tax Liability (ii) over the Actual Tax Liability plus any amounts previously  included in the definition of Blocker Refunds that are required to be repaid to the applicable  





 






EXECUTION DRAFT       Taxing Authority. If all or a portion of the amounts specified in clause (ii) of the foregoing  sentence for such Taxable Year arise as a result of an audit or similar proceeding by a Taxing  Authority of any Taxable Year, such liability shall not be included in determining the Realized  Tax Benefit unless and until there has been a Determination with respect to such Actual Tax  Liability.    “Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of (i) the  Actual Tax Liability plus any amounts previously included in the definition of Blocker Refunds  that are required to be repaid to the applicable Taxing Authority over (ii) the Hypothetical Tax  Liability. If all or a portion of the amounts specified in clause (i) of the foregoing sentence for  such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of  any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment  unless and until there has been a Determination with respect to such Actual Tax Liability.    “Redemption” has the meaning in the recitals to this Agreement.    “Reference Asset” means any asset that is held by OpCo, or by any of its direct or  indirect Subsidiaries treated as a partnership or disregarded entity for purposes of the applicable  Tax, at the time of an Exchange, including any asset that is “substituted basis property” under  Section 7701(a)(42) of the Code with respect to a Reference Asset.    “Schedule” means any of the following: (i) an Attribute Schedule, (ii) a Tax  Benefit Schedule, or (iii) the Early Termination Schedule.    “SEU” means a synthetic equity unit of OpCo granted pursuant to the Cure  TopCo, LLC Synthetic Equity Plan and converted into a synthetic Common Unit pursuant to the  Cure TopCo, LLC Amended and Restated Synthetic Equity Plan.    “SEU Holder” means a holder of an SEU.    “Sharing Percentage” means:    (i) with respect to a TRA Party that held Common Units and/or SEUs prior to the  Mergers, a fraction expressed as a percentage equal to (x) the number of Common Units and  SEUs directly held by such TRA Party immediately prior to the Mergers divided by (y) the sum  of (1) the aggregate SEUs and (2) the number of issued and outstanding Common Units  immediately prior to the Mergers (the sum of (1) and (2), the “Total Units”);    (ii) with respect to a TRA Party that held stock of a Blocker Company prior to the  Mergers, a fraction expressed as a percentage equal to (a)(x) the number of shares of Class A  Common Stock of the Corporate Taxpayer held by such TRA Party immediately after the  Mergers divided by (y) the total number of shares of Class A Common Stock received by all  shareholders of such Blocker Company as consideration in the Merger with respect to such  Blocker Company and the aggregate number of Option Shares, if any, in respect of such Blocker  Company, multiplied by (b)(x) the number of Common Units held by such Blocker Company  immediately prior to the Mergers divided by (y) the Total Units;  





 






EXECUTION DRAFT       (iii) with respect to a TRA Party that was an Optionholder prior to the Mergers, a  fraction expressed as a percentage equal to (a)(x) the number of Option Shares subject to an  Option held by such TRA Party immediately after the Mergers divided by (y) the sum of (1) the  total number of shares of Class A Common Stock received by all shareholders of New Remedy  as consideration in the Mergers in respect of stock of New Remedy and (2) the aggregate number  of Option Shares multiplied by (b)(x) the number of Common Units held by New Remedy  immediately prior to the Mergers divided by (y) the Total Units; provided that with respect to  each Payment Date, the Sharing Percentage of each Optionholder shall be adjusted such that (A)  the Optionholder shall not be entitled to a Tax Benefit Payment with respect to the portion of an  Option that has vested but not been exercised and (B) the Sharing Percentage of each other TRA  Party that held stock of New Remedy or that was an Optionholder prior to the Mergers shall be  increased accordingly in the reasonable determination of the Corporate Taxpayer such that the  total Sharing Percentage with respect to each Taxable Year aggregates to 100%.    In the event that any SEUs or unvested Common Units outstanding as of immediately prior to the  Mergers are later forfeited by the holders thereof, the Sharing Percentage shall be redetermined  in good faith by the Corporate Taxpayer as if such SEUs or unvested Common Units, as  applicable, were not outstanding as of immediately prior to the Mergers and (i) the relative  Sharing Percentages of each other TRA Party shall be increased such that the total Sharing  Percentage with respect to all TRA Parties aggregates to 100% and (ii) the Corporate Taxpayer  shall make appropriate adjustments and payments to the TRA Parties as necessary to equitably  administer this Agreement.    “Subsequently Acquired TRA Attributes” means any net operating losses or other  tax attributes to which any of the Corporate Taxpayer, OpCo or any entity in which they hold a  direct or indirect equity interest become entitled as a result of a transaction (other than any  Exchanges) after the IPO Date to the extent such net operating losses and other tax attributes are  subject to a tax receivable agreement (or comparable agreement) entered into by the Corporate  Taxpayer or any of its Affiliates pursuant to which the Corporate Taxpayer is obligated to pay  over amounts with respect to tax benefits resulting from such net operating losses or other tax  attributes.      Agreement.  “Subsidiaries” shall have the meaning ascribed to such term in the LLC    “Subsidiary Stock” means any stock or other equity interest in any Subsidiary of  the Corporate Taxpayer that is (i) treated as a corporation for U.S. federal income tax purposes  and (ii) a member of an affiliated or consolidated group of corporations that files a consolidated  income tax return pursuant to Sections 1501 et seq. of the Code with respect to which the  Corporate Taxpayer is a member.    “Tax Attributes” means collectively (i) Blocker Tax Attributes, (ii) Basis  Adjustments, (iii) Exchange Basis, (iv) deductions in respect of payments made under this  Agreement to Optionholders and SEU Holders and (v) Imputed Interest.  





 






EXECUTION DRAFT       “Tax Return” means any return, declaration, report or similar statement filed or  required to be filed with respect to Taxes (including any attached schedules), including any  information return, claim for refund, amended return and declaration of estimated Tax.    “Taxable Year” means a taxable year of the Corporate Taxpayer as defined in  Section 441(b) of the Code or comparable section of state or local tax law, as applicable, ending  on or after the IPO Date (and, therefore, for the avoidance of doubt, may include a period of less  than 12 months for which a Tax Return is made).    “Taxes” means any and all taxes, assessments or similar charges that are based on  or measured with respect to net income or profits, and any interest related to such Tax.    “Taxing Authority” shall mean any domestic, federal, national, state, county or  municipal or other local government, any subdivision, agency, commission or authority thereof,  or any quasi-governmental body exercising any taxing authority or any other authority exercising  Tax regulatory authority.    “TRA Party Representative” means New Mountain Partners V (AIV-C), LP.    “Treasury Regulations” means the final, temporary and proposed regulations  under the Code promulgated from time to time (including corresponding provisions and  succeeding provisions) as in effect for the relevant taxable period.    “Valuation Assumptions” shall mean, as of an Early Termination Date, the  assumptions that:    (1) in each Taxable Year ending on or after such Early Termination Date, the  Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising  from the Tax Attributes during such Taxable Year or future Taxable Years (including, for the  avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax  Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which  such deductions would become available,    (2) the U.S. federal income tax rates and state and local income tax rates that will  be in effect for each such Taxable Year will be those specified for each such Taxable Year by the  Code and other law as in effect on the Early Termination Date and Tax Attributes will be deemed  to offset income of the Corporate Taxpayer at the highest marginal federal and relevant state and  local income tax rates applicable to a corporation in such Taxable Year and the Blended Rate  will be calculated based on such rates and the apportionment factors applicable in such Taxable  Year,    (3) any loss or credit carryforwards generated by deductions arising from Tax  Attributes that are available as of such Early Termination Date will be utilized by the Corporate  Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration  date thereof or, if there is no such scheduled expiration date, the twentieth anniversary of the  generation of such loss or credit carryforwards,  





 






EXECUTION DRAFT       (4) any non-amortizable assets (other than Subsidiary Stock) will be disposed of  on the fifteenth anniversary of the applicable Exchange (in the case of Basis Adjustments and  Exchange Basis) or the IPO Date (in the case of Blocker Tax Attributes) for an amount sufficient  to fully utilize the adjusted basis of such assets, including any adjustments under Sections 734  and 743 of the Code (and, in each case, the comparable sections of U.S. state and local tax law);  provided, that in the event of a Change of Control that includes the sale of such asset (or the sale  of equity interests in a partnership or disregarded entity for U.S. federal income tax purposes that  directly or indirectly owns such asset), such non-amortizable assets shall be disposed of at the  time of the direct or indirect sale of the relevant asset in such Change of Control (if earlier than  such fifteenth anniversary of the IPO Date) for such price;    (5) any Subsidiary Stock will be deemed never to be disposed of, and    (6) if, at the Early Termination Date, there are Common Units that have not been  Exchanged, then each such Common Unit shall be deemed to be Exchanged for the product of (i)  the Market Value of the Class A Common Stock on the Early Termination Date and (ii) the  number of shares of Class A Common Stock that would be transferred in respect of such  Common Unit if the Exchange occurred on the Early Termination Date.      opposite such term:  (b) Each of the following terms is defined in the Section set forth    Term Section  Accrued Remaining Payments ............... Section 3.05(b)  Accounting Adjustment Basis Section 2.02(b)  Advance Payment .................................. Section 3.01(b)  Agreement.............................................. Preamble  AIV Contribution ................................... Recitals  Amended Schedule ................................ Recitals  Attributable ............................................ Section 3.05(a)  Attributable Payments............................ Section 3.05(a)  Attribute Schedule ................................. 2.01Section 2.01  Code ....................................................... Recitals  Common Units ....................................... Recitals  Corporate Taxpayer ............................... Preamble  Dispute ................................................... Section 7.03  Early Termination Effective Date.......... Section 4.02  Early Termination Notice ...................... Section 4.02  Early Termination Payment ................... Section 4.03(b)  Early Termination Schedule .................. 4.02  e-mail ..................................................... 7.01Section 7.01  Exchange Date ....................................... Recitals  Expert..................................................... Section 7.09  Interest Amount ..................................... Section 3.01(b)  Material Objection Notice...................... 4.02  Net Tax Benefit...................................... Section 3.01(b)  Objection Notice .................................... Section 2.03(a)  





 






EXECUTION DRAFT       Term Section  OpCo ...................................................... Recitals  Reconciliation Dispute........................... Section 7.09  Reconciliation Procedures ..................... Section 2.03(a)  Remaining Payment ............................... Section 3.05(b)  Senior Obligations ................................. Section 5.01  Tax Benefit Payment.............................. Section 3.01(b)  Tax Benefit Schedule............................. Section 2.02(a)  Tentative TRA Payment ........................ Section 3.05(a)  TRA Party .............................................. Preamble  Unblocked Holder.................................. Section 3.05      (c) Other Definitional and Interpretative Provisions. The words  “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer  to this Agreement as a whole and not to any particular provision of this Agreement. The  captions herein are included for convenience of reference only and shall be ignored in the  construction or interpretation hereof.  References to Articles and Sections are to Articles and  Sections of this Agreement unless otherwise specified.  Any singular term in this Agreement  shall be deemed to include the plural, and any plural term the singular. Whenever the words  “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be  followed by the words “without limitation”, whether or not they are in fact followed by those  words or words of like import.  “Writing”, “written” and comparable terms refer to printing,  typing and other means of reproducing words (including electronic media) in a visible form.  References to any statute shall be deemed to refer to such statute as amended from time to time  and to any rules or regulations promulgated thereunder.  References to any agreement or contract  are to that agreement or contract as amended, modified or supplemented from time to time in  accordance with the terms hereof and thereof. References to any Person include the successors  and permitted assigns of that Person. References from or through any date mean, unless  otherwise specified, from and including or through and including, respectively.    ARTICLE II  DETERMINATION OF REALIZED TAX BENEFIT  Section 2.01 Basis Adjustment.  Within 150 calendar days after the filing of the  U.S. federal Corporate Taxpayer Return for each relevant Taxable Year, the Corporate Taxpayer  shall deliver to the TRA Party Representative a schedule (the “Attribute Schedule”) that shows,  in reasonable detail necessary to perform the calculations required by this Agreement, (i) the  Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, if any,  (ii) the Basis Adjustments with respect to the Reference Assets as a result of each Exchange  effected in such Taxable Year, if any, (iii) the amount of Blocker Tax Attributes available to the  Corporate Taxpayer in such Taxable Year and the period (or periods) over which Blocker Tax  Attributes are usable, (iv) the Exchange Basis of the Reference Assets, if any, (v) the period (or  periods) over which the Reference Assets are amortizable and/or depreciable and (vi) the period  (or periods) over which each Basis Adjustment is amortizable and/or depreciable.  For the  





 






EXECUTION DRAFT       avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a  Basis Adjustment to the extent such payments are treated as Imputed Interest.    Section 2.02 Realized Tax Benefit and Realized Tax Detriment.    (a) Tax Benefit Schedule. Within 150 calendar days after the filing of  the U.S. federal Corporate Taxpayer Return for any Taxable Year in which there is a Realized  Tax Benefit or a Realized Tax Detriment or in which a Blocker Refund was received, the  Corporate Taxpayer shall provide to the TRA Party Representative a schedule showing, in  reasonable detail, the amount of any Blocker Refunds received in such Taxable Year and the  calculation of the Realized Tax Benefit or Realized Tax Detriment and the Sharing Percentage of  each TRA Party for such Taxable Year (a “Tax Benefit Schedule”).  The Tax Benefit Schedule  will become final as provided in Section 2.03(a) and may be amended as provided in  Section 2.03(b) (subject to the procedures set forth in Section 2.03(b)).    (b) Applicable Principles. The Realized Tax Benefit or Realized Tax  Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual  Tax Liability of the Corporate Taxpayer for such Taxable Year attributable to the Tax Attributes,  determined using a “with and without” methodology and, for the avoidance of doubt, is not  intended to take into account, and shall be interpreted in a manner that avoids taking into  account, any Tax Attribute more than once.  For the avoidance of doubt, the Actual Tax Liability  will take into account the deduction of the portion of the Tax Benefit Payment that must be  accounted for as interest under the Code based upon the characterization of Tax Benefit  Payments as additional consideration payable by the Corporate Taxpayer for the Common Units  acquired in an Exchange. Carryforwards or carrybacks of any Tax item attributable to any Tax  Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations  or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable,  governing the use, limitation and expiration of carryforwards or carrybacks of the relevant type.  If a carryforward or carryback of any Tax item includes a portion that is attributable to a Tax  Attribute and another portion that is not, such portions shall be considered to be used in  accordance with the “with and without” methodology. For the avoidance of doubt,  notwithstanding anything to the contrary, any Tax basis (including under Sections 734(b), 743(b)  and 754 of the Code and Section 1.743-1(h) of the Treasury Regulations and, in each case, the  comparable sections of U.S. state and local tax law) and adjustments thereto, in each case  allocated to items of deferred revenue or any adjustments pursuant to Section 481 of the Code  (such basis, “Accounting Adjustment Basis”), shall be considered Tax basis (or adjustments  thereto) of Reference Assets for purposes of this Agreement.  Accordingly, any adjustment to  Tax basis allocated to items of deferred revenue and any adjustments pursuant to Section 481 of  the Code shall be appropriately taken into account in the calculations of Exchange Basis, Non-  Exchange Basis, Basis Adjustments and Non-Stepped Up Tax Basis.    (c) Intended Tax Treatment.  It is intended that:    (i) Each Exchange shall give rise to Basis Adjustments (except  that the AIV Contribution is intended to be treated as a transaction governed by Section 351 of  the Code);  





 






EXECUTION DRAFT       (ii) Tax Benefit Payments (other than Tax Benefit Payments  treated as Imputed Interest thereon) made to (x) a TRA Party that held stock of a Blocker  Company prior to the Mergers in respect of such TRA Party’s interest in such Blocker Company  or (y) New Mountain Partners V (AIV-C), L.P. in respect of the Common Units contributed to  the Corporate Taxpayer in the AIV Contribution shall (A) be treated as other property or money  received by reason of the Mergers or AIV Contribution under Section 351 and/or Section 356 of  the Code and (B) not be treated as a payment that has the effect of a distribution of a dividend in  excess of such TRA Party’s “ratable share of the undistributed earnings and profits” (within the  meaning of Treasury Regulations Section 1.356-a(c)(1)) of the applicable Blocker Company as  of the date of the Mergers; and    (iii) Tax Benefit Payments, including payments described in  Section 3.05 (other than Tax Benefit Payments treated as Imputed Interest thereon) made to a  TRA Party that directly holds Common Units that were acquired by the Corporate Taxpayer  pursuant to an Exchange (other than the AIV Contribution) shall be treated as additional  consideration in respect of such Exchange.    The parties will not take any position on a Tax Return, audit, examination or other proceeding  inconsistent with any of the intended tax treatment described in this Section 2.02(c) except upon  an applicable contrary final Determination.    Section 2.03 Procedures, Amendments.    (a) Procedure. Every time the Corporate Taxpayer delivers to the  TRA Party Representative an applicable Schedule under this Agreement, including any  Amended Schedule delivered pursuant to Section 2.03(b) and any Early Termination Schedule or  amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver schedules  and work papers, as determined by the Corporate Taxpayer or requested by the TRA Party  Representative, providing reasonable detail regarding the preparation of the Schedule and (y)  allow the TRA Party Representative reasonable access to the appropriate representatives at the  Corporate Taxpayer, as determined by the Corporate Taxpayer, in connection with a review of  such Schedule.  Without limiting the application of the preceding sentence, each time the  Corporate Taxpayer delivers to the TRA Party Representative a Tax Benefit Schedule, in  addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to the  TRA Party Representative the Corporate Taxpayer Return, the reasonably detailed calculation by  the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by  the Corporate Taxpayer of the Actual Tax Liability, as well as any other work papers or other  additional information as determined by the Corporate Taxpayer or requested by the TRA Party  Representative, provided that the Corporate Taxpayer shall be entitled to redact any information  that it reasonably believes is unnecessary for purposes of determining the items in the applicable  Schedule or amendment thereto.  An applicable Schedule or amendment thereto shall become  final and binding on all of the TRA Parties and the Corporate Taxpayer thirty (30) calendar days  from the first date on which the TRA Party Representative has received the applicable Schedule  or amendment thereto unless the TRA Party Representative (i) within thirty (30) calendar days  after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer  with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or  (ii) provides a written waiver of such right of any Objection Notice within the period described  





 






EXECUTION DRAFT       in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the  date the waiver is received by the Corporate Taxpayer.  If the TRA Party Representative and the  Corporate Taxpayer for any reason, are unable to successfully resolve the issues raised in the  Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of an  Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the  reconciliation procedures as described in Section 7.09 (the “Reconciliation Procedures”).    (b) Amended Schedule.  The applicable Schedule for any Taxable  Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a  Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a  result of the receipt of additional factual information relating to a Taxable Year after the date the  Schedule was provided to the TRA Party Representative, (iii) to comply with the Expert’s  determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax  Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or  carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the  Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an  amended Tax Return filed for such Taxable Year, or (vi) to adjust the Attribute Schedule to take  into account payments made pursuant to this Agreement (any such Schedule, an “Amended  Schedule”).  The Corporate Taxpayer shall provide an Amended Schedule to the TRA Party  Representative within thirty (30) calendar days of the occurrence of an event referenced in  clauses (i) through (vi) of the preceding sentence.    ARTICLE III    TAX BENEFIT PAYMENTS    Section 3.01 Payments.    (a) Within five (5) Business Days after the Tax Benefit Schedule with  respect to a Taxable Year delivered to the TRA Party Representative becomes final in  accordance with Section 2.03(a), the Corporate Taxpayer shall pay to each TRA Party for such  Taxable Year the Tax Benefit Payment in the amount determined pursuant to Section  3.01(b).  Each such Tax Benefit Payment to a TRA Party (including any Advance Payment) shall  be made by wire transfer of immediately available funds to the bank account previously  designated by such TRA Party to the Corporate Taxpayer or as otherwise agreed by the  Corporate Taxpayer and such TRA Party.  For the avoidance of doubt, no Tax Benefit Payment  shall be made in respect of estimated Tax payments, including federal estimated income tax  payments. Notwithstanding the foregoing, any Tax Benefit Payment made to a TRA Party that is  an Optionholder or SEU Holder shall be made by the Corporate Taxpayer through the applicable  payroll process of the Corporate Taxpayer or one of its Affiliates.    (i) Notwithstanding any provision of this Agreement to the  contrary, any TRA Party that is a holder of Common Units may elect with respect to any  Exchange to limit the aggregate Tax Benefit Payments made to such TRA Party in respect of any  such Exchange to a specified percentage of the amount equal to the sum of (A) the cash,  excluding any Tax Benefit Payments, and (B) the Market Value of the Class A Shares received  by such TRA Party on such Exchange (or such other limitation selected by the TRA Party and  





 






EXECUTION DRAFT       consented to by the Corporate Taxpayer, which consent shall not be unreasonably withheld). The  TRA Party shall exercise its rights under the preceding sentence by notifying the Corporate  Taxpayer in writing of its desire to impose such a limit and the specified percentage (or such  other limitation selected by the TRA Party) and such other details as may be necessary  (including whether such limit includes the Imputed Interest in respect of any such Exchange) in  such manner and at such time (but in no event later than the date of any such Exchange) as  reasonably directed by the Corporate Taxpayer; provided, however, that, in the absence of such  direction, the TRA Party shall give such written notice in the same manner as is required by  Section 7.01 of this Agreement contemporaneously with TRA Party’s notice to the Corporate  Taxpayer of the applicable Exchange.    (b) A “Tax Benefit Payment” means, with respect to each TRA Party,  an amount, not less than zero, equal to such TRA Party’s Sharing Percentage of the sum of the  amount of the Net Tax Benefit and any related Interest Amount, subject to Sections 3.04 and  3.5. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as  interest but instead shall be treated as additional consideration in the applicable transaction,  unless otherwise required by law.  Subject to Section 3.03(a), the “Net Tax Benefit” for a  Taxable Year shall be an amount equal to 85% of the sum of (i) the excess, if any, of the  Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over the total amount  of Tax Benefit Payments previously made under this Section 3.01 (excluding payments  attributable to Interest Amounts) and, without duplication, the Advance Payments previously  made under this Section 3.01 (excluding any portion of Advance Payments in respect of  anticipated Interest Amounts); and (ii) the amount of Blocker Refunds received by the Corporate  Taxpayer in the relevant Taxable Year; provided, for the avoidance of doubt, that a TRA Party  shall not be required to return any portion of any previously made Tax Benefit Payment. The  “Interest Amount” shall equal the interest on the amount calculated pursuant to clause (i) of the  definition of Net Tax Benefit calculated at the Agreed Rate from the due date (without  extensions) for filing the Corporate Taxpayer Return with respect to Taxes for such Taxable  Year until the date such amounts of Net Tax Benefit are paid, including for the avoidance of  doubt, Advance Payments.  “Advance Payments” in respect of a TRA Party for a Taxable Year  means the payments made by the Corporate Taxpayer to such TRA Party as an advance of such  TRA Party’s anticipated Tax Benefit Payment for such Taxable Year (which, if made, shall be  treated as Tax Benefit Payments for purposes of this Agreement). The Corporate Taxpayer shall  be entitled at its option to make Advance Payments; provided that, if the Corporate Taxpayer  makes Advance Payments, it shall make Advance Payments to all parties eligible to receive  payments under this Agreement with respect to a particular Taxable Year in proportion to their  respective amount of anticipated payments under this Agreement in respect of such Taxable Year  (after giving effect to Section 3.05).    Section 3.02 No Duplicative Payments.  It is intended that the provisions of this  Agreement will not result in duplicative payment of any amount (including interest) required  under this Agreement.  The provisions of this Agreement shall be construed in the appropriate  manner to ensure such intentions are realized.    Section 3.03 Pro Rata Payments.  





 






EXECUTION DRAFT       (a) Notwithstanding anything in Section 3.01 to the contrary, to the  extent that the aggregate Tax benefit of the Corporate Taxpayer’s reduction in Tax liability as a  result of the Tax Attributes under this Agreement is limited in a particular Taxable Year because  the Corporate Taxpayer does not have sufficient taxable income to fully utilize available  deductions and other attributes, the limitation on the Tax benefit for the Corporate Taxpayer  shall be allocated among the TRA Parties pro rata (in proportion to the respective amounts of  Tax Benefit Payments that would have been determined under this Agreement if the Corporate  Taxpayer had sufficient taxable income so that there were no such limitation).    (b) After taking into account Section 3.03(a), if for any reason the  Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit  Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate  Taxpayer and the TRA Parties agree that (i) the Corporate Taxpayer shall pay the same  proportion of each Tax Benefit Payment due under this Agreement in respect of such Taxable  Year, without favoring one obligation over the other, and (ii) no Tax Benefit Payment shall be  made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable  Years have been made in full.    (c) To the extent the Corporate Taxpayer makes a payment to a TRA  Party in respect of a particular Taxable Year under Section 3.01(a) of this Agreement (taking into  account Section 3.03(a) and (b), but excluding payments attributable to Interest Amounts) in  excess of the amount of such payment that should have been made to such TRA Party in respect  of such Taxable Year, then (i) such TRA Party shall not receive further payments under Section  3.01(a) until such TRA Party has foregone an amount of payments equal to such excess and (ii)  the Corporate Taxpayer shall pay the amount of such TRA Party’s foregone payments to the  other TRA Parties in a manner such that each of the other TRA Parties, to the maximum extent  possible, shall have received aggregate payments under Section 3.01(a) of this Agreement  (excluding payments attributable to Interest Amounts) in the amount it would have received if  there had been no excess payment to such TRA Party.    Section 3.04 Payments to Optionholders.  Notwithstanding anything in this  Agreement to the contrary and for the avoidance of doubt, in no event shall any Tax Benefit  Payment be made to an Optionholder with respect to those Option Shares that are subject to that  portion of an Option that has vested as of the applicable Payment Date in accordance with the  terms of the award agreement pursuant to which the Option was granted to the Optionholder but  has not been exercised.    Section 3.05 Payments to TRA Parties that hold Common Units. The following  rules shall apply to amounts payable pursuant to this Agreement, notwithstanding anything to the  contrary, with respect to any TRA Party that holds Common Units on the date hereof (excluding  payments pursuant to this Agreement with respect to Common Units contributed to the  Corporate Taxpayer in the AIV Contribution) (an “Unblocked Holder”).    (a) On any Payment Date that amounts are payable to an Unblocked  Holder, determined without giving effect to this Section 3.05, (the “Tentative TRA Payment” for  such Unblocked Holder as of such date), the Corporate Taxpayer will (i) determine the portion, if  any, of any such amount that is Attributable to Common Units that have been Exchanged by  





 






EXECUTION DRAFT       such Unblocked Holder (the “Attributable Payments” for such Unblocked Holder as of such  date) and (ii) pay the Attributable Payments to such Unblocked Holder. For this purpose, a Net  Tax Benefit is “Attributable” to Common Units that have been Exchanged by a TRA Party to the  extent that it is derived from Exchange Basis or Basis Adjustments with respect to such Common  Units (including Imputed Interest with respect to such amounts).    (b) The excess, if any, of the amount of the Tentative TRA Payment to  an Unblocked Holder as of a Payment Date over the amount of the Attributable Payments made  to an Unblocked Holder as of such date will be subdivided as follows and is referred to as the  “Remaining Payment” of such Unblocked Holder as of such date.  The Corporate Taxpayer shall  then pay (at the same time as the Attributable Payments and other Tax Benefit Payments payable  with respect to the applicable Taxable Year) to such Unblocked Holder an amount equal to the  product of (i) the Remaining Payment of any Unblocked Holder as of such date and (ii) a  fraction the numerator of which is the number of Common Units such Unblocked Holder has  Exchanged through such date and the denominator of which is the number of Common Units  such Unblocked Holder held as of immediately prior to the IPO.  The Corporate Taxpayer shall  then in good faith establish (or increase) a reserve with respect to such Unblocked Holder in the  amount of the excess of the Remaining Payment of such Unblocked Holder as of such date over  the amount paid to such Unblocked Holder pursuant to the preceding sentence in lieu of paying  such amount to such Unblocked Holder pursuant to this Agreement (the “Accrued Remaining  Payments” of an Unblocked Holder as of such date).    (c) At any time that an Unblocked Holder Exchanges Common Units,  the Corporate Taxpayer shall pay to such Unblocked Holder (in addition to any amounts  otherwise payable to such Unblocked Holder pursuant to this Agreement or the LLC Agreement)  an amount equal to the product of (x) the then remaining balance of the Accrued Remaining  Payments of such Unblocked Holder as of such date and (y) a fraction the numerator of which is  the number of Common Units such Unblocked Holder Exchanged at such time and the  denominator of which is the number of Common Units such Unblocked Holder held as of  immediately prior to such Exchange.    (d) By way of example: (i) if an Unblocked Holder as of an applicable  Payment Date (before giving effect to this Section 3.05) has Exchanged 10 out of 100 of its  Common Units and the Remaining Payment for the Unblocked Holder as of such date is $50,  such Unblocked Holder is entitled on such date to any Attributable Payments for such Unblocked  Holder as of such date and 10% of any Remaining Payment as of such date ($5), and the  Corporate Taxpayer will fund the balance of the Remaining Payment ($45) for such Unblocked  Holder into a reserve and such amounts will become Accrued Remaining Payments; and (ii) if  such Unblocked Holder Exchanges an additional 10 out of 90 of its remaining Common Units on  a subsequent date, such Unblocked Holder will immediately receive from the Corporate  Taxpayer pursuant to this Section 3.05 an additional amount equal to $5 (one-ninth of $45) in  addition to any consideration otherwise payable to such Unblocked Holder pursuant to this  Agreement or the LLC Agreement.    (e) Section 3.05 shall not limit payments with respect to a former  shareholder or Optionholder of a Blocker Company, SEU Holders or with respect to Common  





 






EXECUTION DRAFT       Units contributed to the Corporate Taxpayer in the AIV Contribution.  For purposes of this  Section 3.05, the AIV Contribution shall not be considered an Exchange.    ARTICLE IV  TERMINATION  Section 4.01 Termination, Early Termination and Breach of Agreement.    (a) Unless terminated earlier pursuant to Section 4.01(b) or Section  4.01(c), this Agreement will terminate when there is no further potential for a Tax Benefit  Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not  conditioned on any TRA Party retaining an interest in the Corporate Taxpayer or OpCo (or any  successor thereto).    (b) The Corporate Taxpayer may terminate this Agreement with  respect to all amounts payable to the TRA Parties at any time by paying to each TRA Party its  Sharing Percentage of the Early Termination Payment; provided, however, that this Agreement  shall only terminate pursuant to this Section 4.01(b) upon the receipt of the Early Termination  Payment by all TRA Parties; and provided, further, that the Corporate Taxpayer may withdraw  any notice to exercise its termination rights under this Section 4.01(b) prior to the time at which  any Early Termination Payment has been paid. Upon payment of the Early Termination  Payment by the Corporate Taxpayer in accordance with this Section 4.01(b), neither the TRA  Parties nor the Corporate Taxpayer shall have any further payment obligations under this  Agreement, other than for any (1) Tax Benefit Payment agreed to by the Corporate Taxpayer and  the TRA Party Representative as due and payable but unpaid as of the Early Termination Notice  and (2) Tax Benefit Payment due for the Taxable Year ending with or including the date of the  Early Termination Notice (except to the extent that the amount described in clause (2) is  included in the Early Termination Payment).  If an Exchange occurs after the Corporate  Taxpayer makes the Early Termination Payment pursuant to this Section 4.01(b), the Corporate  Taxpayer shall have no obligations under this Agreement with respect to such Exchange.    (c) In the event that the Corporate Taxpayer breaches any of its  material obligations under this Agreement, whether as a result of failure to make any payment  when due, failure to honor any other material obligation required hereunder or by operation of  law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy  Code or otherwise, then all obligations hereunder shall be accelerated and such obligations shall  be calculated as if an Early Termination Notice had been delivered on the date of such breach  and shall include, but not be limited to, (1) the Early Termination Payment calculated as if an  Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit  Payment agreed to by the Corporate Taxpayer and the TRA Party Representative as due and  payable but unpaid as of the date of a breach and any payment subject to a Dispute (following  final resolution of such Dispute in connection with Section 7.03), and (3) any Tax Benefit  Payment due for the Taxable Year ending with or including the date of a breach, in each case  including any interest or other amounts with respect thereto; provided that procedures similar to  the procedures of Section 4.02 shall apply with respect to the determination of the amount  payable by the Corporate Taxpayer pursuant to this sentence.  Notwithstanding the foregoing, in  





 






EXECUTION DRAFT       the event that the Corporate Taxpayer breaches this Agreement, the TRA Party Representative  shall be entitled to elect for the TRA Parties receive the amounts set forth in clauses (1), (2) and  (3) above or to seek specific performance of the terms hereof.  The parties agree that the failure  to make any payment due pursuant to this Agreement within three months of the date such  payment is due shall be deemed to be a breach of a material obligation under this Agreement for  all purposes of this Agreement, and that it will not be considered to be a breach of a material  obligation under this Agreement to make a payment due pursuant to this Agreement within three  months of the date such payment is due. Notwithstanding anything in this Agreement to the  contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any  payment due pursuant to this Agreement when due to the extent the Corporate Taxpayer has  insufficient funds to make such payment despite using reasonable best efforts to obtain funds to  make such payment (including by causing OpCo or any other Subsidiaries to distribute or lend  funds for such payment); provided that the interest provisions of Section 5.02 shall apply to such  late payment (unless the Corporate Taxpayer does not have sufficient cash to make such payment  as a result of limitations imposed by debt agreements to which the Corporate Taxpayer or any of  its Subsidiaries is a party, in which case Section 5.02 shall apply, but the Default Rate shall be  replaced by the Agreed Rate); provided, further, that the Corporate Taxpayer shall promptly (and  in any event, within two (2) Business Days), pay all such unpaid payments, together with  accrued and unpaid interest thereon, immediately following such time that the Corporate  Taxpayer has, and to the extent the Corporate Taxpayer has, sufficient funds to make such  payment, and the failure of the Corporate Taxpayer to do so shall constitute a breach of this  Agreement.  For the avoidance of doubt, all cash and cash equivalents used or to be used to pay  dividends by, or repurchase equity securities of, the Corporate Taxpayer shall be deemed to be  funds sufficient and available to pay such unpaid payments, together with any accrued and  unpaid interest thereon.    (d) In the event of a Change of Control, the Corporate Taxpayer shall  provide at least 20 days’ prior written notice of such Change of Control to the TRA Parties and  the TRA Party Representative shall have the option, upon written notice to the Corporate  Taxpayer, to cause acceleration of all obligations hereunder, which shall be calculated as if an  Early Termination Notice had been delivered on the date of such Change of Control and shall  include (1) the Early Termination Payments calculated as if the Early Termination Date is the  date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains  unpaid as of the date of such Change of Control and any payment subject to a Dispute (following  final resolution of such Dispute in connection with Section 7.03), and (3) any Tax Benefit  Payment in respect of any TRA Party due for the Taxable Year ending with or including the date  of such Change of Control, in each case including any interest or other amounts with respect  thereto. Procedures similar to the procedures of Section 4.02 shall apply with respect to the  determination of the amount payable by the Corporate Taxpayer pursuant to this sentence.    Section 4.02 Early Termination Notice.  If the Corporate Taxpayer chooses to  exercise its right of early termination under Section 4.01(b) above, the Corporate Taxpayer shall  deliver to the TRA Party Representative notice of such intention to exercise such right (“Early  Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the  Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the  calculation of the Early Termination Payment.  The Early Termination Schedule shall become  final and binding on the TRA Parties thirty (30) calendar days from the first date on which the  





 






EXECUTION DRAFT       TRA Party Representative has received such Schedule or amendment thereto unless the TRA  Party Representative (i) within thirty (30) calendar days after receiving the Early Termination  Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule  made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right  of a Material Objection Notice within the period described in clause (i) above, in which case  such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer  (such thirty (30) calendar day date as modified, if at all, by clauses (i) or (ii), the “Early  Termination Effective Date”).  If the Corporate Taxpayer and the TRA Party Representative, for  any reason, are unable to successfully resolve the issues raised in such notice within thirty (30)  calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the  Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation  Procedures.    Section 4.03 Payment upon Early Termination.    (a) Within three (3) Business Days after the Early Termination  Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to such  TRA Party’s Sharing Percentage of the Early Termination Payment . Such payment shall be  made by wire transfer of immediately available funds to a bank account or accounts designated  by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party.    (b) “Early Termination Payment” shall equal the present value,  discounted at the Early Termination Rate as of the Early Termination Effective Date, of all Tax  Benefit Payments that would be required to be paid by the Corporate Taxpayer beginning from  the Early Termination Date and assuming that the Valuation Assumptions are applied.    ARTICLE V  SUBORDINATION AND LATE PAYMENTS    Section 5.01 Subordination. Notwithstanding any other provision of this  Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to  be made by the Corporate Taxpayer to any TRA Party under this Agreement shall rank (i)  subordinate and junior in right of payment to any principal, interest or other amounts due and  payable in respect of any obligations in respect of indebtedness for borrowed money of the  Corporate Taxpayer and its Subsidiaries (“Senior Obligations”), (ii) senior in right of payment to  any principal, interest or other amounts due and payable in respect of a tax receivable agreement  entered into after the date hereof and (iii) pari passu with all current or future unsecured  obligations of the Corporate Taxpayer that are not Senior Obligations.    Section 5.02 Late Payments by the Corporate Taxpayer.  The amount of all or  any portion of any Tax Benefit Payment or Early Termination Payment not made to a TRA Party  when due under the terms of this Agreement shall be payable together with any interest thereon,  computed at the Default Rate and commencing from the date on which such Tax Benefit  Payment or Early Termination Payment was due and payable, subject to Section 4.01(c).  





 






EXECUTION DRAFT       ARTICLE VI  NO DISPUTES; CONSISTENCY; COOPERATION    Section 6.01 Participation in the Corporate Taxpayer’s and OpCo’s Tax    Matters.  Except as otherwise provided herein, the Corporate Taxpayer shall have full  responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer  and OpCo, including the preparation, filing or amending of any Tax Return and defending,  contesting or settling any issue pertaining to Taxes.  Notwithstanding the foregoing, the  Corporate Taxpayer shall (i) notify the TRA Party Representative of, and keep the TRA Party  Representative reasonably informed with respect to, the portion of any audit of the Corporate  Taxpayer or OpCo by a Taxing Authority the outcome of which is reasonably expected to affect  the rights and obligations of a TRA Party under this Agreement, (ii) provide to the TRA Party  Representative reasonable opportunity to provide information and other input (at the TRA Party  Representative’s own expense) to the Corporate Taxpayer, OpCo and their respective advisors  concerning the conduct of (but, for the avoidance of doubt the TRA Party Representative may  not control) any such portion of such audit and (iii) consider in good faith any input or comments  timely provided to the Corporate Taxpayer by the TRA Party Representative; provided, however,  that the Corporate Taxpayer and OpCo shall not be required to take any action that is  inconsistent with any provision of the LLC Agreement.    Section 6.02 Consistency.  The Corporate Taxpayer, the TRA Party  Representative and the TRA Parties agree to report and cause to be reported for all purposes,  including federal, state and local tax purposes and financial reporting purposes, all Tax-related  items (including the Tax Attributes and each Tax Benefit Payment) in a manner consistent with  that specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf  of the Corporate Taxpayer under this Agreement unless otherwise required by law. Any dispute  as to required Tax or financial reporting shall be subject to Section 7.09.    Section 6.03 Cooperation.  Each of the Corporate Taxpayer and each TRA Party  shall (a) furnish to the other party in a timely manner such information, documents and other  materials as the other party may reasonably request for purposes of making any determination or  computation necessary or appropriate under this Agreement, preparing any Tax Return or  contesting or defending any audit, examination or controversy with any Taxing Authority, (b)  make itself available to the other party and its representatives to provide explanations of  documents and materials and such other information as the other party or its representatives may  reasonably request in connection with any of the matters described in clause (a) above, and (c)  reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall  reimburse the applicable TRA Party for any reasonable third-party costs and expenses incurred  pursuant to this Section 6.03.  The Corporate Taxpayer shall use commercially reasonable efforts  to obtain any available Blocker Refunds and shall not, and shall cause each of its Subsidiaries to  not, without the prior written consent of the TRA Party Representative, take any action that has  the primary purpose of avoiding the use of or reducing utilization of Tax Attributes available to  it.  





 






EXECUTION DRAFT       ARTICLE VII  MISCELLANEOUS    Section 7.01 Notices.  All notices, requests and other communications to any  party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-  mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be  given to such party as set forth below, or pursuant to such other instructions as may be  designated in writing by the party to receive such notice:  If to the Corporate Taxpayer, to:  Signify Health, Inc.  800 Connecticut Avenue  Norwalk, CT 06854  Attention: Adam McAnaney  Email: amcananey@signifyhealth.com    With copies (which shall not constitute notice) to:    Davis Polk & Wardwell LLP  450 Lexington Avenue  New York, NY 10017  Attention: Shane Tintle  William Curran  E-mail: shane.tintle@davispolk.com  william.curran@davispolk.com    If to the TRA Party Representative, to:    c/o New Mountain Capital, L.L.C.  1633 Broadway, 48th Floor  New York, NY 10019  Attention: Matthew Holt  Kyle Peterson  E-mail: mholt@newmountaincapital.com  kpeterson@newmountaincapital.com    With copies (which shall not constitute notice) to:    Ropes & Gray LLP  1211 Avenue of the Americas  New York, NY 10036  Attention: John E. Sorkin  Garrett T. Charon  Email: john.sorkin@ropesgray.com  garrett.charon@ropesgray.com  





 






EXECUTION DRAFT       If to the TRA Parties, to the address, facsimile number or e-mail address  specified for such party on the Member Schedule to the LLC Agreement or, if  such TRA Party is not identified on the Member Schedule, to the address,  facsimile number or e-mail address otherwise provided by such TRA Party to the  Corporate Taxpayer and TRA Party Representative.    All such notices, requests and other communications shall be deemed received on  the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the  place of receipt. Otherwise, any such notice, request or communication shall be deemed to have  been received on the next succeeding Business Day in the place of receipt.    Section 7.02 Binding Effect; Benefit; Assignment.    (a) The provisions of this Agreement shall be binding upon and shall  inure to the benefit of the parties hereto and their respective successors and assigns.  No  provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or  liabilities hereunder upon any Person other than the parties hereto and their respective successors  and assigns. The Corporate Taxpayer shall require and cause any direct or indirect successor  (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the  business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and  agree to perform this Agreement in the same manner and to the same extent that the Corporate  Taxpayer would be required to perform if no such succession had taken place.    (b) A TRA Party may assign any of its rights under this Agreement to  any Person as long as such transferee has executed and delivered, or, in connection with such  transfer, executes and delivers, a joinder to this Agreement, in form of Exhibit A, agreeing to  become a “TRA Party” for all purposes of this Agreement, except as otherwise provided in such  joinder; provided, that a TRA Party’s rights under this Agreement shall be assignable by such  TRA Party under the procedure in this Section 7.02(b) regardless of whether such TRA Party  continues to hold any interests in OpCo or the Corporate Taxpayer or has fully transferred any  such interests.    Section 7.03 Resolution of Disputes.    (a) Except for Reconciliation Disputes subject to Section 7.09, any and all  disputes which cannot be settled amicably, including any ancillary claims of any party, arising  out of, relating to or in connection with the validity, negotiation, execution, interpretation,  performance or non-performance of this Agreement (including the validity, scope and  enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by  arbitration conducted by a single arbitrator in Delaware in accordance with the then-existing  Rules of Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail  to agree on the selection of an arbitrator within ten (10) days of the receipt of the request for  arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator  shall be a lawyer admitted to the practice of law in the State of Delaware and shall conduct the  proceedings in the English language.  Performance under this Agreement shall continue if  reasonably possible during any arbitration proceedings.  





 






EXECUTION DRAFT       (b) Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer  may bring an action or special proceeding in any court of competent jurisdiction for the purpose  of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration  hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each  TRA Party (i) expressly consents to the application of paragraph (c) of this Section 7.03 to any  such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for  breach of the provisions of this Agreement would be difficult to calculate and that remedies at  law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer as agent of such  TRA Party for service of process in connection with any such action or proceeding and agrees  that service of process upon such agent, who shall promptly advise such TRA Party of any such  service of process, shall be deemed in every respect effective service of process upon such TRA  Party in any such action or proceeding.    (c) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE  JURISDICTION OF THE CHANCERY COURT OF THE STATE OF DELAWARE OR, IF  SUCH COURT DECLINES JURISDICTION, THE COURTS OF THE STATE OF  DELAWARE SITTING IN WILMINGTON, DELAWARE, AND OF THE UNITED STATES  DISTRICT COURT FOR THE DISTRICT OF DELAWARE SITTING IN WILMINGTON,  DELAWARE, AND ANY APPELLATE COURT FROM ANY THEREOF, FOR THE  PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE  PROVISIONS OF THIS SECTION 7.03, OR ANY JUDICIAL PROCEEDING ANCILLARY  TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR  RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings  include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary  judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge  that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to  the parties’ relationship with one another.    (d) The parties hereby waive, to the fullest extent permitted by applicable law,  any objection which they now or hereafter may have to personal jurisdiction or to the laying of  venue of any such ancillary suit, action or proceeding brought in any court referred to in the  preceding paragraph of this Section 7.03 and such parties agree not to plead or claim the same.    Section 7.04 Counterparts.  This Agreement may be signed in any number of  counterparts, each of which shall be an original, with the same effect as if the signatures thereto  and hereto were upon the same instrument.  Until and unless each party has received a  counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no  party shall have any right or obligation hereunder (whether by virtue of any other oral or written  agreement or other communication).    Section 7.05 Entire Agreement.  This Agreement and the other Reorganization  Documents (as such term is defined in the LLC Agreement) constitute the entire agreement  between the parties with respect to the subject matter of this Agreement and supersede all prior  agreements and understandings, both oral and written, between the parties with respect to the  subject matter of this Agreement.  Nothing in this Agreement shall create any third-party  beneficiary rights in favor of any Person or other party hereto.  





 






EXECUTION DRAFT       Section 7.06 Severability. If any term, provision, covenant or restriction of this  Agreement is held by a court of competent jurisdiction or other Governmental Authority to be  invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions  of this Agreement shall remain in full force and effect and shall in no way be affected, impaired  or invalidated so long as the economic or legal substance of the transactions contemplated hereby  is not affected in any manner materially adverse to any party. Upon such a determination, the  parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of  the parties as closely as possible in an acceptable manner in order that the transactions  contemplated hereby are consummated as originally contemplated to the fullest extent possible.    Section 7.07 Amendment. No provision of this Agreement may be amended  unless such amendment is approved in writing by the Corporate Taxpayer and by the TRA Party  Representative; provided, that no such amendment shall be effective if such amendment will  have a disproportionate effect on the payments certain Persons will or may receive under the Tax  Receivable Agreements unless all such Persons disproportionately affected consent in writing to  such amendment.  No provision of this Agreement may be waived unless such waiver is in  writing and signed by the party against whom the waiver is to be effective.    Section 7.08 Governing Law.  This Agreement shall be governed by and  construed in accordance with the laws of the State of Delaware, without regard to the conflicts of  law rules of such State that would result in the application of the laws of any other State.    Section 7.09 Reconciliation.  In the event that the Corporate Taxpayer and the  TRA Party Representative are unable to resolve a disagreement with respect to the matters  governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this  Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for  determination to a nationally recognized expert (the “Expert”) in the particular area of  disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a  nationally recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA  Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert  shall not, have any material relationship with the Corporate Taxpayer or the TRA Party  Representative or other actual or potential conflict of interest. If the parties are unable to agree  on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of  a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of  Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Attribute  Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto  within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule  or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably  practicable, in each case after the matter has been submitted to the Expert for  resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any  payment that is the subject of a disagreement would be due (in the absence of such disagreement)  or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be  paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by  the Corporate Taxpayer, subject to adjustment or amendment upon resolution.  The costs and  expenses relating to the engagement of such Expert or amending any Tax Return shall be borne  by the Corporate Taxpayer, except as provided in the next sentence.  The Corporate Taxpayer  





 






EXECUTION DRAFT       and the TRA Party Representative shall bear their own costs and expenses of such proceeding,  unless (i) the Expert substantially adopts the TRA Party Representative’s position, in which case  the Corporate Taxpayer shall reimburse the TRA Party Representative for any reasonable out-of-  pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the  Corporate Taxpayer’s position, in which case the TRA Party Representative shall reimburse the  Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such  proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning  of this Section 7.09 shall be decided by the Expert.  The Expert shall finally determine any  Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall  be binding on the Corporate Taxpayer and each of the TRA Parties and may be entered and  enforced in any court having jurisdiction.    Section 7.10 Withholding.  The Corporate Taxpayer shall be entitled to deduct  and withhold from any payment payable pursuant to this Agreement such amounts as the  Corporate Taxpayer is required to deduct and withhold with respect to the making of such  payment under the Code or any provision of state, local or foreign tax law. To the extent that  amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate  Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having  been paid to the TRA Party in respect of whom such withholding was made.  To the extent that  any payment to a TRA Party pursuant to this Agreement is not reduced by such deductions or  withholdings, such TRA Party shall indemnify the applicable withholding agent for any amounts  imposed by any Taxing Authority together with any costs and expenses related thereto. Each  TRA Party shall promptly provide the Corporate Taxpayer, OpCo or other applicable  withholding agent with any applicable Tax forms and certifications (including IRS Form W-9 or  the applicable version of IRS Form W-8) reasonably requested, in connection with determining  whether any such deductions and withholdings are required under the Code or any provision of  United States state, local or non-U.S. tax law.    Section 7.11 Admission of the Corporate Taxpayer into a Consolidated Group;  Transfers of Corporate Assets.    (a) If the Corporate Taxpayer is or becomes a member of an affiliated  or consolidated group of corporations that files a consolidated income tax return pursuant to  Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i)  the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii)  Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall  be computed with reference to the consolidated taxable income of the group as a whole.    (b) If any entity that is obligated to make a Tax Benefit Payment or  Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person  classified as a corporation for U.S. federal income tax purposes) with which such entity does not  file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of  calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g.,  calculating the gross income of the entity and determining the Realized Tax Benefit of such  entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable  transaction on the date of such contribution.  The consideration deemed to be received by such  entity shall be equal to the fair market value of the contributed asset.  For purposes of this  





 






EXECUTION DRAFT       Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring  partner’s share of each of the assets and liabilities of that partnership.    Section 7.12 Confidentiality.  Section 13.11 (Confidentiality) of the LLC  Agreement as of the date of this Agreement shall apply to any information of the Corporate  Taxpayer provided to the TRA Parties and their assignees pursuant to this Agreement.    Section 7.13 Change in Law.  Notwithstanding anything herein to the contrary,  if, in connection with an actual or proposed change in law, a TRA Party reasonably believes that  the existence of this Agreement could cause income (other than income arising from receipt of a  payment under this Agreement) recognized by such TRA Party (or direct or indirect equity  holders in such TRA Party) upon an Exchange to be treated as ordinary income rather than  capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or  would have other material adverse tax consequences to the Corporate Taxpayer or such TRA  Party or any direct or indirect owner of a TRA Party, then at the election of such TRA Party and  to the extent specified by such TRA Party, this Agreement (i) shall cease to have further effect  with respect to such TRA Party, (ii) shall not apply to an Exchange occurring after a date  specified by such TRA Party, or (iii) shall otherwise be amended in a manner determined by  such TRA Party; provided, that such amendment shall not result in an increase in payments  under this Agreement to such TRA Party at any time as compared to the amounts and times of  payments that would have been due to such TRA Party in the absence of such amendment.    Section 7.14 TRA Party Representative.    (a) By executing this Agreement, each of the TRA Parties shall be  deemed to have irrevocably constituted and appointed the TRA Party Representative as his, her  or its agent and attorney in fact with full power of substitution to act from and after the date  hereof and to do any and all things and execute any and all documents on behalf of such TRA  Parties which may be necessary, convenient or appropriate to facilitate any matters under this  Agreement. A decision, act, consent or instruction of the TRA Party Representative shall  constitute a decision of all TRA Parties and shall be final, binding and conclusive upon each  TRA Party, and the Corporate Taxpayer may rely upon any decision, act, consent or instruction  of the TRA Party Representative as being the decision, act, consent or instruction of each TRA  Party. The Corporate Taxpayer is hereby relieved from any liability to any person for any acts  done by the Corporate Taxpayer in accordance with any such decision, act, consent or instruction  of the TRA Party Representative.    (b) If at any time the TRA Party Representative shall incur out of  pocket expenses in connection with the exercise of its duties hereunder, upon written notice to  the Corporate Taxpayer from the TRA Party Representative of documented costs and expenses  (including fees and disbursements of counsel and accountants) incurred by the TRA Party  Representative in connection with the performance of its rights or obligations under this  Agreement and the taking of any and all actions in connection therewith, the Corporate Taxpayer  shall reduce the future payments (if any) due to the TRA Parties hereunder pro rata by the  amount of such expenses which it shall instead remit directly to the TRA Party Representative.  In connection with the performance of its rights and obligations under this Agreement and the  taking of any and all actions in connection therewith, the TRA Party Representative shall not be  





 






EXECUTION DRAFT       required to expend any of its own funds (though, for the avoidance of doubt but without limiting  the provisions of this Section 7.14(b), it may do so at any time and from time to time in its sole  discretion).    (c) The TRA Party Representative shall not be liable to any TRA  Party for any act of the TRA Party Representative arising out of or in connection with the  acceptance or administration of its duties under this Agreement, except to the extent any liability,  loss, damage, penalty, fine, cost or expense is actually incurred by such TRA Party as a  proximate result of the bad faith or willful misconduct of the TRA Party Representative (it being  understood that any act done or omitted pursuant to the advice of legal counsel shall be  conclusive evidence of such good faith judgment). The TRA Party Representative shall not be  liable for, and shall be indemnified by the TRA Parties (on a several but not joint basis) for, any  liability, loss, damage, penalty or fine incurred by the TRA Party Representative (and any cost or  expense incurred by the TRA Party Representative in connection therewith and herewith and not  previously reimbursed pursuant to subsection (b) above) arising out of or in connection with the  acceptance or administration of its duties under this Agreement, and such liability, loss, damage,  penalty, fine, cost or expense shall be treated as an expense subject to reimbursement pursuant to  the provisions of subsection (b) above, except to the extent that any such liability, loss, damage,  penalty, fine, cost or expense is the proximate result of the bad faith or willful misconduct of the  TRA Party Representative (it being understood that any act done or omitted pursuant to the  advice of legal counsel shall be conclusive evidence of such good faith judgment); provided,  however, in no event shall any TRA Party be obligated to indemnify the TRA Party  Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the  extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages,  penalties, fines, costs and expenses indemnified by such TRA Party hereunder is or would be in  excess of the aggregate payments under this Agreement actually remitted to such TRA Party.    Section 7.15 Partnership Agreement. This Agreement, inasmuch as it applies to  holders of Common Units, shall be treated as part of the partnership agreement of OpCo as  described in Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the  Treasury Regulations.    [Remainder of Page Intentionally Left Blank]  





 






#94322184v1      IN WITNESS WHEREOF, the Corporate Taxpayer, OpCo, the TRA Party  Representative, and each TRA Party set forth below have duly executed this Agreement as of the date  first written above.    CORPORATE TAXPAYER:      SIGNIFY HEALTH, INC.    By:    /s/ Kyle Armbrester    Name:  Kyle Armbrester  Title: Chief Executive Offer  





 






#94322184v1                                                                        NEW MOUNTAIN PARTNERS V (AIV-C3),  L.P.    By: New Mountain Investments V, L.L.C., its  general partner      By:    /s/ Adam B. Weinstein    Name:  Adam B. Weinstein  Title: Authorized Person                HV SPECIAL SITUATIONS FUND L.P.  By: HarbourVest Sponsor L.P.  Its General Partner  By: HV-ECI II LLC  Its General Partner  By: HarbourVest Partners, LLC  Its Manager    By:    /s/ Ian C. Lane    Name:  Ian C. Lane  Title: Managing Director  NEW MOUNTAIN PARTNERS V (AIV-C),  L.P.    By: New Mountain Investments V, L.L.C., its  general partner    By:    /s/ Adam B. Weinstein    Name:  Adam B. Weinstein  Title: Authorized Person  OPCO:      CURE TOPCO, LLC    By:    /s/ Kyle Armbrester    Name:  Kyle Armbrester  Title: Chief Executive Officer    CURE AGGREGATOR, LLC    By:    /s/ Kyle Peterson  Name:  Kyle Peterson  Title: Vice President and Treasurer    NEW MOUNTAIN PARTNERS V SPECIAL  (AIV-C3), L.L.C.    By: New Mountain Investments V, L.L.C., its  managing member    By:    /s/ Adam B. Weinstein    Name:  Adam B. Weinstein  Title: Authorized Person    TOWN HALL VENTURES L.P.    By:    /s/ David Whelan    Name:  David Whelan  Title: Founder and General Partner    BAIN CAPITAL VENTURE  COINVESTMENT FUND, L.P.    By: Bain Capital Venture Coinvestment Partners,  L.P., its general partner    By: Bain Capital Venture Investors, LLC, its  general partner    By:    /s/ Michael Krupka    Name:  Michael Krupka  Title: Managing Director    





 






#94322184v1           BCIP VENTURE ASSOCIATES – B      By: Boylston Coinvestors, LLC, as Managing  Partner    By:    /s/ Michael Krupka    Name:  Michael Krupka  Title: Managing Director    BAIN VENTURE ASSOCIATES    By: Boylston Coinvestors, LLC, as Managing  Partner    By:    /s/ Michael Krupka    Name:  Michael Krupka  Title: Managing Director    REMEDY ACQUISITION L.P.    By: Remedy Investment GP, L.L.C., its General  Partner    By:    /s/ Kyle Peterson    Name:  Kyle Peterson  Title: Vice President and Secretary  TTCP EXECUTIVE FUND – CA, LLC    By:    /s/ Susan Haedt    Name:   Susan Haedt  Title: Chief Financial Officer    BAIN CAPITAL VENTURE FUND 2014, L.P.    By: Bain Capital Venture Partners 2014, L.P., its  general partner    By: Bain Capital Venture Investors, LLC, its  general partner    By:    /s/ Michael Krupka    Name:  Michael Krupka  Title: Managing Director    





 






#94322184v1                                                                             By: /s/ Akhil Shah    Name:  Akhil Shah  Title: Senior analyst  By: /s/ Alexandra Rodriguez    Name:  Alexandra Rodriguez  Title: Senior Episode Operations  Analyst    By: /s/ Aimee Rummells    Name:  Aimee Rummells  Title: PAN Operations Executive  Supervisor    By: /s/ Alexander Gurevitch    Name:  Alexander Gurevitch  Title: Senior Mgr, Release Automation    By: /s/ Ahmed Abdul Haseeb Khan    Name:  Ahmed Abdul Haseeb Khan  Title: ak    By: /s/ Alex Hylton    Name:  Alex Hylton  Title: Service Desk Supervisor    By: /s/ Adam Johnson    Name:  Adam Johnson  Title: Senior Director    By: /s/ Aleksandr Polyak    Name:  Aleksandr Polyak  Title: Senior Director    By: /s/ Adam Gluck    Name:  Adam Gluck  Title: Software Developer    By: /s/ Alan Sokolow    Name:  Alan Sokolow  Title: Shareholder    By: /s/ Adam Francis McAnaney    Name:  Adam Francis McAnaney  Title: General Counsel    By: /s/ Alan Schutzman    Name:  Alan Schutzman  Title: Counsel    By: /s/ Abigail Rutt    Name:  Abigail Rutt  Title: Business Analyst, Product    TRA Party:    By:    /s/ Abdelhadi Tachfine    Name:  Abdelhadi Tachfine  Title: Senior App Support Engineer    





 






#94322184v1                                                                           By: /s/ Anat Steinberg    Name:  Anat Steinberg  Title: Client success executive    By: /s/ Amit Patel    Name:  Amit Patel  Title: Mr.    By: /s/ Herrera-Obal,Ana Cecilia    Name:  Herrera-Obal,Ana Cecilia  Title: Post Acute Operations Specialist    By: /s/ Amarachi Asonye    Name:  Amarachi Asonye  Title: Former Employee    By: /s/ Amy Suttle    Name:  Amy Suttle  Title: Client Success Executive    By: /s/ Amanda T Runyon    Name:  Amanda T Runyon  Title: Strategic Operations Executive    By: /s/ Amy McCullough    Name:  Amy McCullough  Title: Associate General Counsel    By: /s/ Amanda Robison    Name:  Amanda Robison  Title: Senior Director Operations  Analytics    By: /s/ Amy L Swail    Name:  Amy L Swail  Title: Post Acute Operations Specialist    By: /s/ Amanda Malia    Name:  Amanda Malia  Title: Mrs    By: /s/ Amita Rastogi    Name:  Amita Rastogi  Title: VP Medical Director    By: /s/ Amanda Cox    Name:  Amanda Cox  Title: Ms.    By: /s/ Amita Rastogi    Name:  Amita Rastogi  Title: VP Medical Director    By: /s/ Alexei Isac    Name:  Alexei Isac  Title: Stock owner    





 






#94322184v1                                                                          By: /s/ Annie Silverman    Name:  Annie Silverman  Title: Client Success Exec    By: /s/ Andrew Wilson    Name:  Andrew Wilson  Title: Mr.    By: /s/ Annie Lee    Name:  Annie Lee  Title: NA    By: /s/ Andrew Mundy    Name:  Andrew Mundy  Title: Senior Engineer    By: /s/ Annette Rabinovich    Name:  Annette Rabinovich  Title: Director, Strategy &  Implementation    By: /s/ Andrew McCabe    Name:  Andrew McCabe  Title: Mr    By: /s/ Anne Morris    Name:  Anne Morris  Title: Ms.    By: /s/ Andrew Ellison    Name:  Andrew Ellison  Title: Senior Director    By: /s/ Anju E Paul    Name:  Anju E Paul  Title: Sr. Dir, Clinical Strategy & Ops  Eff    By: /s/ Andrew Cylkowski    Name:  Andrew Cylkowski  Title: share holder    By: /s/ Aniket Thakkar    Name:  Aniket Thakkar  Title: Project Manager    By: /s/ Andrew Brecher    Name:  Andrew Brecher  Title: Client Success Leader    By: /s/ Angela Borges    Name:  Angela Borges  Title: PAC Operation Specialist    By: /s/ Andrea Gjestvang    Name:  Andrea Gjestvang  Title: Ms    





 






#94322184v1                                                                          By: /s/ Corbin,Blai    Name:  Corbin,Blai  Title: Community Network Engagement  Manager    By: /s/ Asya Lisak    Name:  Asya Lisak  Title: Ms    By: /s/ Bernard J Gilmore    Name:  Bernard J Gilmore  Title: VP, Commercial Development    By: /s/ ASHLEY MCCORMICK CHIARIELLO    Name:  ASHLEY MCCORMICK  CHIARIELLO  Title: Post Acute Network  Representative    By: /s/ Bentsion Berg    Name:  Bentsion Berg  Title: Mr    By: /s/ Ashish Kulkarni    Name:  Ashish Kulkarni  Title: Senior Technical Business  Analyst    By: /s/ Ben Bristow    Name:  Ben Bristow  Title: Mr.    By: /s/ Arturo J Rosario    Name:  Arturo J Rosario  Title: Senior Director    By: /s/ BARBARA ROWLAND    Name:  BARBARA ROWLAND  Title: Post Acute Network Specialist    By: /s/ Anton Hrydzin    Name:  Anton Hrydzin  Title: Mr.    By: /s/ Ferrell, Bailey    Name:  Ferrell, Bailey  Title: Post Acute Network Operations  Spec    By: /s/ Francoline, Anthony Roger    Name:  Francoline, Anthony Roger  Title: Executive Vice President    By: /s/ Mallick, Azeem    Name:  Mallick, Azeem  Title: Mr.    By: /s/ Ante Kendes    Name:  Ante Kendes  Title: Shareholder    





 






#94322184v1                                                                                 By: /s/ Brittany Gentry    Name:  Brittany Gentry  Title: Mrs.    By: /s/ Branko Kolvek    Name:  Branko Kolvek  Title: SVP Operations, Pager Inc.    By: /s/ Bri-Anna Nicholson    Name:  Bri-Anna Nicholson  Title: Product Integration Manager    By: /s/ Bradley G Plantin    Name:  Bradley G Plantin  Title: Executive Operations Lead    By: /s/ Brian Frisch    Name:  Brian Frisch  Title: N/A    By: /s/ Bradley Cooke    Name:  Bradley Cooke  Title: Mr    By: /s/ Brian Cotter    Name:  Brian Cotter  Title: Vice President Analytics    By: /s/ Boris Akselrud    Name:  Boris Akselrud  Title: Mr    By: /s/ Brian Braunstein    Name:  Brian Braunstein  Title: Mr.    By: /s/ Bob Dahl    Name:  Bob Dahl  Title: MR.    By: /s/ Brian Bhuta    Name:  Brian Bhuta  Title: CPO    By: /s/ Bluefin Partners    Name:  Bluefin Partners  Title: Senior Advisor    By: /s/ Brett carlson    Name:  Brett carlson  Title: CEO    By: /s/ Blake Hansen    Name:  Blake Hansen  Title: Post Acute Operations Supervisor    





 






#94322184v1                                                                               By: /s/ Charles R. Donahue    Name:  Charles R. Donahue  Title: Shareholder    By: /s/ Carolyn Egan    Name:  Carolyn Egan  Title: VP Solution Design    By: /s/ Charles Chkaiban    Name:  Charles Chkaiban  Title: Sr. Director, Procurement    By: /s/ Carol Saltzman    Name:  Carol Saltzman  Title: Director of Continous  Improvement    By: /s/ Dysangco, Charleen    Name:  Dysangco, Charleen  Title: PAN Operations Specialist    By: /s/ Carlos Perez    Name:  Carlos Perez  Title: PAN OPS Rep    By: /s/ Chaatram Singh    Name:  Chaatram Singh  Title: Network Engineer    By: /s/ Candice Kendall    Name:  Candice Kendall  Title: Director, Compliance Officer    By: /s/ Catherine Olexa-Meadors    Name:  Catherine Olexa-Meadors  Title: Shareholder    By: /s/ Bryan Birch    Name:  Bryan Birch  Title: Mr.    By: /s/ Carrie Hoover    Name:  Carrie Hoover  Title: Mrs    By: /s/ Bryan Birch    Name:  Bryan Birch  Title: Mr.    By: /s/ Carolyn Magill    Name:  Carolyn Magill  Title: CEO, Aetion    By: /s/ Brooke Miller    Name:  Brooke Miller  Title: Associate    





 






#94322184v1                                                                                 By: /s/ Dutton, Cindy L    Name:  Dutton, Cindy L  Title: Ms    By: /s/ Caruncho, Charmaine    Name:  Caruncho, Charmaine  Title: Signify Equity Holder    By: /s/ Christopher Senkowski    Name:  Christopher Senkowski  Title: md    By: /s/ Charlotte Welbourn    Name:  Charlotte Welbourn  Title: N/A    By: /s/ Christopher Cistulli    Name:  Christopher Cistulli  Title: Equity holder, Remedy Partners    By: /s/ Charlotte Sonntag    Name:  Charlotte Sonntag  Title: Chief of Inspiration    By: /s/ Chris Garcia    Name:  Chris Garcia  Title: Senior Advisor    By: /s/ Charlotte Sonntag    Name:  Charlotte Sonntag  Title: Chief of Inspiration    By: /s/ Cho Shek Yeung    Name:  Cho Shek Yeung  Title: Mr.    By: /s/ Charlotte Gould    Name:  Charlotte Gould  Title: Ms    By: /s/ Chien Ho    Name:  Chien Ho  Title: Analyst    By: /s/ Charlotte Dahl    Name:  Charlotte Dahl  Title: Analytics Engineer    By: /s/ Cheryl B. Cullen    Name:  Cheryl B. Cullen  Title: Previous employee    By: /s/ Charles Wiggins    Name:  Charles Wiggins  Title: Co-Founder    





 






#94322184v1                                                                     By: /s/ Daniel S Bullorsky    Name:  Daniel S Bullorsky  Title: Sr Software Engineer    By: /s/ Court Coursey    Name:  Court Coursey  Title: Manager    By: /s/ Daniel Koppel    Name:  Daniel Koppel  Title: Shareholder    TOMORROW VENTURES 2010 FUND, LLC    By:    /s/ Court Coursey    Name:  Court Coursey  Title: Managing Member    By: /s/ Daniel J McDermott    Name:  Daniel J McDermott  Title: Former Senior Director    By: /s/ Cory Lewis    Name:  Cory Lewis  Title: Sr. Analyst GTM Enablement    By: /s/ Danette A. Bottelsen    Name:  Danette A. Bottelsen  Title: Sr. Director, Tax    By: /s/ Conor Mullen    Name:  Conor Mullen  Title: Mr    By: /s/ Dana M Demes    Name:  Dana M Demes  Title: Client Success Executive    By: /s/ Connor Dohner    Name:  Connor Dohner  Title: Manager - Data Warehouse and  Metrics    By: /s/ Damien Doyle    Name:  Damien Doyle  Title: Medical Director    By: /s/ Colton Manning    Name:  Colton Manning  Title: Member    By: /s/ Dale K Simmons    Name:  Dale K Simmons  Title: Stockholder    By: /s/ Colton Manning    Name:  Colton Manning  Title: Member    





 






#94322184v1                                                                                 By: /s/ Simon, Debra J    Name:  Simon, Debra J  Title: Client Success Executive    By: /s/ Darin Rezac    Name:  Darin Rezac  Title: Mr.    By: /s/ Deanna Alvarado    Name:  Deanna Alvarado  Title: Senior Episode Coding Analyst    By: /s/ Sigler, Danielle    Name:  Sigler, Danielle  Title: PAN Specialist    By: /s/ Dawn Johnson    Name:  Dawn Johnson  Title: CSE    By: /s/ Danielle Salazar    Name:  Danielle Salazar  Title: Post Acute Operations Supervisor    By: /s/ David Terry    Name:  David Terry  Title: CEO    By: /s/ Daniel Zhu    Name:  Daniel Zhu  Title: Mr.    By: /s/ David Shulkin    Name:  David Shulkin  Title: Shareholder    By: /s/ Daniel Tedesco    Name:  Daniel Tedesco  Title: Associate General Counsel    By: /s/ David Lovas    Name:  David Lovas  Title: Mr.    By: /s/ Daniel T McGovern    Name:  Daniel T McGovern  Title: Manager, Analytics    By: /s/ David Cowin    Name:  David Cowin  Title: VP, Client Sales Executive    By: /s/ Salerno, Daniel    Name:  Salerno, Daniel  Title: Product Designer (UX)    





 






#94322184v1                                                                             By: /s/ EDWARD ZECCHINI    Name:  EDWARD ZECCHINI  Title: Investor    By: /s/ Donald V Fitts    Name:  Donald V Fitts  Title: SVP, Analytics    By: /s/ Edward Izzo    Name:  Edward Izzo  Title: N/A    By: /s/ Don Siddell    Name:  Don Siddell  Title: SVP, Application Development &  QA    By: /s/ Ed Bassin    Name:  Ed Bassin  Title: Shareholder    By: /s/ Dominic Torres    Name:  Dominic Torres  Title: N/A    By: /s/ Duncan Sibson    Name:  Duncan Sibson  Title: Duncan Sibson    By: /s/ Dmytro Shchedov    Name:  Dmytro Shchedov  Title: Enterprise Architect    By: /s/ Donna Moore    Name:  Donna Moore  Title: NA    By: /s/ Diksha Joshi    Name:  Diksha Joshi  Title: Analyst    By: /s/ Donna Hurrle    Name:  Donna Hurrle  Title: Director, Documentation and  Training    By: /s/ Dexter Pereira    Name:  Dexter Pereira  Title: Senior Software engineer    By: /s/ Donna Drewelus    Name:  Donna Drewelus  Title: Shareholder    By: /s/ DeWitt C Rulon Jr    Name:  DeWitt C Rulon Jr  Title: Sr Director, Product Management    





 






#94322184v1                                                                               By: /s/ Eugene Huang    Name:   Eugene Huang  Title: CEO    By: /s/ Emily N Yoder    Name:  Emily N Yoder  Title: Strategic Operations Executive    By: /s/ Esther Halden    Name:  Esther Halden  Title: Client Clinical Executive    By: /s/ Emily Mottola    Name:  Emily Mottola  Title: Strategic programs executive    By: /s/ Erin A Bliss    Name:  Erin A Bliss  Title: Client Success Executive    By: /s/ Carpenter, Emily    Name:  Carpenter, Emily  Title: Operations Lead    By: /s/ Mowry, Erik    Name:  Mowry, Erik  Title: Senior Manager - Shared Savings  Analytics    By: /s/ Elizabeth Sheehan    Name:  Elizabeth Sheehan  Title: Director    By: /s/ Eric Parnon    Name:  Eric Parnon  Title: Shareholder    By: /s/ Hoffman, Elizabeth    Name:  Hoffman, Elizabeth  Title: Client Clinical Executive    By: /s/ Berman, Eran    Name:  Berman, Eran  Title: Software Engineer    By: /s/ Elizabeth Cioppa    Name:  Elizabeth Cioppa  Title: VP, External Reporting    By: /s/ Enoch Evariste    Name:  Enoch Evariste  Title: Release and Automation    By: /s/ Ela ine O’K eef e   Name:  Elaine O’Keefe  Title: RN    





 






#94322184v1                                                                           By: /s/ George Carmany, III    Name:  George Carmany, III  Title: Sharehoder    By: /s/ Frederick Curcio IV    Name:  Frederick Curcio IV  Title: VP, Operations - Member  Engagement    By: /s/ Genevieve Wiggins    Name:  Genevieve Wiggins  Title: Member    By: /s/ Frank Matthew Wilp    Name:  Frank Matthew Wilp  Title: Acute Operations Specialist    By: /s/ Genevieve Wiggins    Name:  Genevieve Wiggins  Title: Member    By: /s/ Francois Sauvage de Brantes    Name:  Francois Sauvage de Brantes  Title: Shareholder    By: /s/ Gaspare Lombardo    Name:  Gaspare Lombardo  Title: Director Data Management    By: /s/ Francis Reyes    Name:  Francis Reyes  Title: Senior Application Support  Engineer    By: /s/ Garik Hovhannisyan    Name:  Garik Hovhannisyan  Title: Mr.    By: /s/ Feriz Kurtaljevic    Name:  Feriz Kurtaljevic  Title: n/a    By: /s/ Ganges Nguyendon    Name:  Ganges Nguyendon  Title: Ms    By: /s/ Fengjuan Wang    Name:  Fengjuan Wang  Title: Ms    By: /s/ Gabriel Cadavillo    Name:  Gabriel Cadavillo  Title: Mr.    By: /s/ Evan Huang    Name:  Evan Huang  Title: Mr.    





 






#94322184v1                                                                             By: /s/ Igor Deinitchenko    Name:  Igor Deinitchenko  Title: Sr Software Engineer    By: /s/ Greg Stiefvater    Name:  Greg Stiefvater  Title: LAW    By: /s/ Hillary Dudek    Name:  Hillary Dudek  Title:  Previously remedy partners  employee    By: /s/ Graham Manning    Name:  Graham Manning  Title: Member    By: /s/ Hemalatha Barani    Name:  Hemalatha Barani  Title: Senior QA Engineer    By: /s/ Graham Manning    Name:  Graham Manning  Title: Member    By: /s/ Hector Giacinti    Name:  Hector Giacinti  Title: Post Acute Operations Supervisor    By: /s/ Giselle Magat    Name:  Giselle Magat  Title: Manager, Software  Documentation    By: /s/ Hamid Darabi    Name:  Hamid Darabi  Title: Dr.    By: /s/ Georgene Schmidt    Name:  Georgene Schmidt  Title: GS    By: /s/ Gregory Ransom JR    Name:  Gregory Ransom JR  Title: MR.    By: /s/ George Carmany, III    Name:  George Carmany, III  Title: Sharehoder    By: /s/ Gregory McLernon    Name:  Gregory McLernon  Title: Director, Financial Operations    By: /s/ George Carmany, III    Name:  George Carmany, III  Title: Sharehoder    





 






#94322184v1                                                                                 By: /s/ Jared Camins-Esakov    Name:  Jared Camins-Esakov  Title: Equity holder    By: /s/ Isaac Blinder    Name:  Isaac Blinder  Title: IB    By: /s/ Janet Casiano    Name:  Janet Casiano  Title: Senior Accountant    By: /s/ Irene Truscello    Name:  Irene Truscello  Title: Mrs    By: /s/ Jamie Whittendale Bergen    Name:  Jamie Whittendale Bergen  Title: Mrs.    By: /s/ Irene Goldner Hubert    Name:  Irene Goldner Hubert  Title: Senior Software Trainer    By: /s/ James Nordstrom    Name:  James Nordstrom  Title: Api architect    By: /s/ Ilyana Miller    Name:  Ilyana Miller  Title: Ilyana Miller    By: /s/ James Bradford    Name:  James Bradford  Title: Sr. Project Manager    By: /s/  Ilya Solovey    Name:   Ilya Solovey  Title: Security Engineer    By: /s/ Jake M Cunninghame    Name:  Jake M Cunninghame  Title: Senior Engineer, Analytics    By: /s/ Ilana Benyosef    Name:  Ilana Benyosef  Title: Client success executive    By: /s/ Isaac Rubinstein    Name:  Isaac Rubinstein  Title: IR    By: /s/ Igor Slepinin    Name:  Igor Slepinin  Title: Senior Software Engineer    





 






#94322184v1                                                                                 By: /s/ Mand, Jeremy    Name:  Mand, Jeremy  Title: Mr.    By: /s/ Jenna Slusarz    Name:  Jenna Slusarz  Title: Sr. Analyst    By: /s/ Jennifer Richmond    Name:  Jennifer Richmond  Title: Sr. Dir. of Application  Development    By: /s/ Jenna Sardilli    Name:  Jenna Sardilli  Title: Vp, Human Resources    By: /s/ Jennifer M Lambart    Name:  Jennifer M Lambart  Title: Client Success Executive    By: /s/ Jeffrey J Dunn    Name:  Jeffrey J Dunn  Title: Manager, Opportunity Analytics    By: /s/ Jennifer DiBerardino    Name:  Jennifer DiBerardino  Title: Head of IR and Treasurer    By: /s/ Jeff Yoches    Name:  Jeff Yoches  Title: Shareholder    By: /s/ Jennifer Curry    Name:  Jennifer Curry  Title: Senior executive assistant    By: /s/ Jean Kim    Name:  Jean Kim  Title: manager    By: /s/ Jennifer Chiu    Name:  Jennifer Chiu  Title: Ms. Jennifer Chiu    By: /s/ Cohn, Jason    Name:  Cohn, Jason  Title: Mr    By: /s/ Jennifer Beck    Name:  Jennifer Beck  Title: Mrs.    By: /s/ Dymbort, Jared S    Name:  Dymbort, Jared S  Title: VP Talent    





 






#94322184v1                                                                              By: /s/ Kunz, Jonelle    Name:  Kunz, Jonelle  Title:  Post Acute Network Operations  Specialist    By: /s/ John Donahue    Name:  John Donahue  Title: CEO    By: /s/ Jonathan Danenberg    Name:  Jonathan Danenberg  Title: Director, HR    By: /s/  Jill Serin    Name:   Jill Serin  Title: Prior Actuary    By: /s/ Jonathan A Zylberberg    Name:  Jonathan A Zylberberg  Title: Mr    By: /s/ Jill Denota    Name:  Jill Denota  Title: Executive Assistant    By: /s/ Jon D. Grandstaff    Name:  Jon D. Grandstaff  Title: Vice President    By: /s/ Jill Denota    Name:  Jill Denota  Title: Executive Assistant    By: /s/ John Stablein    Name:  John Stablein  Title: Senior Analyst, Episode  Operations    By: /s/ Jignaben R Kshatriya    Name:  Jignaben R Kshatriya  Title: Sr. BI Developer    By: /s/ John Lang    Name:  John Lang  Title: Investor    By: /s/ Jewell Satterfield    Name:  Jewell Satterfield  Title: Ms    By: /s/ John Featherston    Name:  John Featherston  Title: shareholder    By: /s/ Jessica Staler    Name:  Jessica Staler  Title: Associate General Counsel    





 






#94322184v1                                                                                 By: /s/ Kevin Cooper    Name:  Kevin Cooper  Title: VP of Clinical Operations    By: /s/ Kamila Williams    Name:  Kamila Williams  Title: Episode Coding Analyst    By: /s/ Kelly Cobilich    Name:  Kelly Cobilich  Title: Mr    By: /s/  Junwei Chai    Name:   Junwei Chai  Title: Sr BI Engineer    By: /s/ Kelly A Best    Name:  Kelly A Best  Title: AOS    By: /s/ Julio Beras    Name:  Julio Beras  Title: Mr    By: /s/ Kathleen Oquendo    Name:  Kathleen Oquendo  Title: PAN Ops Specialist    By: /s/ Joseph Rowe    Name:  Joseph Rowe  Title: Mr.    By: /s/ KAROLEEN DECASTRO    Name:  KAROLEEN DECASTRO  Title: Shareholder    By: /s/ Joseph Person    Name:  Joseph Person  Title: Director, Anthem    By: /s/ Karina P Kongo    Name:  Karina P Kongo  Title: Senior Accounting Manager    By: /s/ Joseph O’C onnor   Name:  Joseph O’Connor  Title: N/A    By: /s/ Karen Mitchell    Name:  Karen Mitchell  Title: SVP of Sales    By: /s/ Jordan Rosenberg    Name:  Jordan Rosenberg  Title: J.R.    





 






#94322184v1                                                                                 By: /s/ Lauren Olivia Mallet    Name:  Lauren Olivia Mallet  Title: Former Senior Analyst    By: /s/ Kristen Shea    Name:  Kristen Shea  Title: VP    By: /s/ Lauren Kondor King    Name:  Lauren Kondor King  Title: Former Remedy Employee    By: /s/ Chery, Kironde T    Name:  Chery, Kironde T  Title: Sr QA Engineer    By: /s/ Lauree Walker    Name:  Lauree Walker  Title: Ms    By: /s/ Kimberly Schneider    Name:  Kimberly Schneider  Title: Director Revenue Operations    By: /s/ Lara Hollands    Name:  Lara Hollands  Title: Ms.    By: /s/ Khushboo Pelia    Name:  Khushboo Pelia  Title: Senior Product Manager    By: /s/ Kyle Rogers    Name:  Kyle Rogers  Title: Senior Product Manager    By: /s/ Kevin Zecchini    Name:  Kevin Zecchini  Title: Mr.    By: /s/ Kyle Puhl    Name:  Kyle Puhl  Title: Sr. Director, Strategic Finance    By: /s/ Kevin Phelan    Name:  Kevin Phelan  Title: Manager, Performance Networks    By: /s/ Kunal Gupta    Name:  Kunal Gupta  Title: Mr    By: /s/ Kevin Ho    Name:  Kevin Ho  Title: Scrum Master    





 






#94322184v1                                                                           By: /s/ Lisa Schulte    Name:  Lisa Schulte  Title: Ms    By: /s/ Lesli Ott    Name:  Lesli Ott  Title: Former VP Episode Analytics    By: /s/ Lisa MacPhail    Name:  Lisa MacPhail  Title: Product Manager    By: /s/ Leonid Barinstein    Name:  Leonid Barinstein  Title: n/a    By: /s/ Lipsa Panda    Name:  Lipsa Panda  Title: Manager, Analytic Technology    By: /s/ Lawrence Wong    Name:  Lawrence Wong  Title: Application Support Engineer    By: /s/ Linda Brown    Name:  Linda Brown  Title: VP    By: /s/ Lauryssa Humm    Name:  Lauryssa Humm  Title: Vice President, Network  Development    By: /s/ LHP Holding LLP Total    Name:  LHP Holding LLP Total  Title: Manager    By: /s/ Laurence Orton    Name:  Laurence Orton  Title: CAO    By: /s/ LHP Holding LLC    Name:  LHP Holding LLC  Title: Manager    By: /s/ Lauren Rowlson-Sanchez    Name:  Lauren Rowlson-Sanchez  Title: VP, Group Controller    By: /s/ Leslie R Glenn    Name:  Leslie R Glenn  Title: Client Success Executive    By: /s/ Lauren Reich    Name:  Lauren Reich  Title: Client Success Executive    





 






#94322184v1                                                                                 By: /s/ Mariel Baluja    Name:  Mariel Baluja  Title: Acute Optimization Specialist    By: /s/ Malcolm Williams    Name:  Malcolm Williams  Title: MR    By: /s/ Marianne Haynes    Name:  Marianne Haynes  Title: AOS    By: /s/ Mackenzie Schlosser    Name:  Mackenzie Schlosser  Title: Senior Analyst, Episodes of Care    By: /s/ Margaret Wiggins Cannon    Name:  Margaret Wiggins Cannon  Title: Signify Equity Holder    By: /s/ Lyndsey Lord    Name:  Lyndsey Lord  Title: Individual    By: /s/ Marcus Lanznar    Name:  Marcus Lanznar  Title: SVP Product    By: /s/ King, Lydia    Name:  King, Lydia  Title: Sr. Business Analyst    By: /s/ Marc Schnitzer    Name:  Marc Schnitzer  Title: Acute Optimization Specialist    By: /s/ Lucy Dietch    Name:  Lucy Dietch  Title: VP & General Manager    By: /s/ Manuel Pagan    Name:  Manuel Pagan  Title: Mr    By: /s/ Luann Tammany    Name:  Luann Tammany  Title: Ms.    By: /s/ Manrique Gallegos    Name:  Manrique Gallegos  Title: Pricing Actuary    By: /s/  Lothar Krause    Name:   Lothar Krause  Title: Self    





 






#94322184v1                                                                           By: /s/ Meghan Drake    Name:  Meghan Drake  Title: Mrs    By: /s/ Mason Krause    Name:  Mason Krause  Title: N/A    By: /s/ Williams, Megan Sommar    Name:  Williams, Megan Sommar  Title: Executive Assistant    By: /s/ Marzena Medlak    Name:  Marzena Medlak  Title: Director, Client Analytic Services    By: /s/ Megan DiMetro    Name:  Megan DiMetro  Title: Facilities team    By: /s/ Mary Wiggins Tuttle    Name:  Mary Wiggins Tuttle  Title: Dr    By: /s/ Fulton, Maura    Name:  Fulton, Maura  Title: Client Success Leader    By: /s/ Magpayo, Mark    Name:  Magpayo, Mark  Title: Senior Manager, Security  Operations    By: /s/ Matthew Wiggins    Name:  Matthew Wiggins  Title: Member    By: /s/ Mark Caputo    Name:  Mark Caputo  Title: self    By: /s/ Matthew Vivier    Name:  Matthew Vivier  Title: Shareholder    By: /s/ Mark Blatt    Name:  Mark Blatt  Title: Mr    By: /s/ Matthew Jay    Name:  Matthew Jay  Title: Release Manager    By: /s/ Mestrovic,Marin    Name:  Mestrovic,Marin  Title: Software Engineer    





 






#94322184v1                                                                                 By: /s/ Yamakawa, Michael    Name:  Yamakawa, Michael  Title: Service Desk Analyst II    By: /s/ Michael Chiodi    Name:  Michael Chiodi  Title: Associate Director    By: /s/ Michael W Stamm    Name:  Michael W Stamm  Title: Mr    By: /s/ Michael Archbold    Name:  Michael Archbold  Title: Cloud System Engineer    By: /s/ Michael Markowicz    Name:  Michael Markowicz  Title: Mr.    By: /s/ Michael Allsup    Name:  Michael Allsup  Title: Acute Optimization Specialist    By: /s/ Michael Judice    Name:  Michael Judice  Title: self    By: /s/ Melissa McFarland    Name:  Melissa McFarland  Title: VP, HRBP    By: /s/ DeFelice, Michael    Name:  DeFelice, Michael  Title: Senior analyst    By: /s/ Melissa Ann Kerr    Name:  Melissa Ann Kerr  Title: Member    By: /s/ Moses, Michael David    Name:  Moses, Michael David  Title: Product Owner    By: /s/ Melissa Ann Kerr    Name:  Melissa Ann Kerr  Title: Member    By: /s/ Michael Crainich    Name:  Michael Crainich  Title: Mr.    By: /s/ King, Melissa A    Name:  King, Melissa A  Title: Sr. Analyst    





 






#94322184v1                                                                         By: /s/ Nathan Boone    Name:  Nathan Boone  Title: Nathan Boone    By: /s/ Mohammed Sujon    Name:  Mohammed Sujon  Title: QA Engineer    By: /s/ Fitzwater, Natalie    Name:  Fitzwater, Natalie  Title: Post acute network specialist    By: /s/ Shalim, Mohamed    Name:  Shalim, Mohamed  Title: Mr    By: /s/ Napkin Studio LLC    Name:  Napkin Studio LLC  Title: Manager    By: /s/ Millie Roa    Name:  Millie Roa  Title: Executive Assistant (Former)    By: /s/ Nancy Macke    Name:  Nancy Macke  Title: Acute Optimization Supervisor    By: /s/ Mike Anderson    Name:  Mike Anderson  Title: President    By: /s/ Monica Wiggins Delaney    Name:  Monica Wiggins Delaney  Title: Operation Specialist    By: /s/ Mikaella I Hill    Name:  Mikaella I Hill  Title: Director, Data Quality & Product  Inte    By: /s/ Monica Peze    Name:  Monica Peze  Title: Vice President, Product    By: /s/ Michele Lichtenfield    Name:  Michele Lichtenfield  Title: VP, product & segment marketing    By: /s/ Monica Delaney    Name:  Monica Delaney  Title: Operation Specialist    By: /s/ Michel Pinga    Name:  Michel Pinga  Title: Senior Solutions Manager    





 






#94322184v1                                                                                 By: /s/ Nir Pengas    Name:  Nir Pengas  Title: Mr.    By: /s/ Nicholas Fisser    Name:  Nicholas Fisser  Title: President    By: /s/ Nikhaar Gupta    Name:  Nikhaar Gupta  Title: Mr.    By: /s/ Nicholas Bluhm    Name:  Nicholas Bluhm  Title: Director, Government Affairs    By: /s/ Nicole Jensen    Name:  Nicole Jensen  Title: Senior L&D Associate    By: /s/ Nelson Garcia    Name:  Nelson Garcia  Title: Manager, Engineering    By: /s/ Nicole Gaffney    Name:  Nicole Gaffney  Title: Mrs    By: /s/ Neha Sangoi    Name:  Neha Sangoi  Title: VP    By: /s/ Nicole Corica    Name:  Nicole Corica  Title: Manager    By: /s/ Navyatha Podduturi    Name:  Navyatha Podduturi  Title: Senior ETL/BI Developer    By: /s/ Nichole Twohill    Name:  Nichole Twohill  Title: ?    By: /s/ Jain, Navneet    Name:  Jain, Navneet  Title: Software Engineer    By: /s/ Nicholas Fisser    Name:  Nicholas Fisser  Title: President    By: /s/ Chundru, Naveen    Name:  Chundru, Naveen  Title: Mr.    





 






#94322184v1                                                                                By: /s/ Philip Chase    Name:  Philip Chase  Title: MD    By: /s/ Patrick Olson    Name:  Patrick Olson  Title: Mr.    By: /s/ Peter Vincent Wiggins    Name:  Peter Vincent Wiggins  Title: None    By: /s/ Patrick Lilavois    Name:  Patrick Lilavois  Title: Mr    By: /s/ Peter Reinhardt    Name:  Peter Reinhardt  Title: Analyst    By: /s/ Patrick D Whitaker    Name:  Patrick D Whitaker  Title: Client Success Executive    By: /s/ Peter M. Cohen    Name:  Peter M. Cohen  Title: Secretary and General Counsel    By: /s/ Mendes, Patricia    Name:  Mendes, Patricia  Title: Business Development  Administration    By: /s/ Peter M Hayward    Name:  Peter M Hayward  Title: VP Product Innovation & Data  Science    By: /s/ Juneja, Paras    Name:  Juneja, Paras  Title: Product Manager    By: /s/ Peter D Altamura    Name:  Peter D Altamura  Title: Mr    By: /s/ Shikhman, Olga    Name:  Shikhman, Olga  Title: RN MSN, CSE    By: /s/ Peregrin Hazard Garet    Name:  Peregrin Hazard Garet  Title: Mr    By: /s/ Noah Hendler    Name:  Noah Hendler  Title: Shareholder    





 






#94322184v1                                                                                 By: /s/ Reid Manning    Name:  Reid Manning  Title: Mr.    By: /s/ Rachel Tornheim    Name:  Rachel Tornheim  Title: Head, Hospital Partnerships,  MDCalc    By: /s/ Ravi Sandhu    Name:  Ravi Sandhu  Title: Sr Product Manager    By: /s/ Rachel Phillips    Name:  Rachel Phillips  Title: Ms.    By: /s/ Gupta, Ravi    Name:  Gupta, Ravi  Title: Mr    By: /s/ Rachel M Ignoto    Name:  Rachel M Ignoto  Title: Shareholder    By: /s/ Randy Klein    Name:  Randy Klein  Title: Shareholder    By: /s/ Prashanth Mijar    Name:  Prashanth Mijar  Title: Mr.    By: /s/ Randi Roy    Name:  Randi Roy  Title: Ms.    By: /s/ Pinaki Vazarkar    Name:  Pinaki Vazarkar  Title: Mrs.    By: /s/ Ramon Jose Araullo Romea    Name:  Ramon Jose Araullo Romea  Title: Technical QA Engr    By: /s/ Phillip Sarnowski    Name:  Phillip Sarnowski  Title: Senior Vice President    By: /s/ Ralph Michelot    Name:  Ralph Michelot  Title: Scrum Master    By: /s/ Phillip Dorion    Name:  Phillip Dorion  Title: Product Manager    





 






#94322184v1                                                                           By: /s/ Rohen Peterson    Name:  Rohen Peterson  Title: VP, Data Engineering    By: /s/ Robert D. West    Name:  Robert D. West  Title: Lead Engineer, Analytic  Technology    By: /s/ Rodrigo Giacinti    Name:  Rodrigo Giacinti  Title: Mr.    By: /s/ Clancy, Robert    Name:  Clancy, Robert  Title: Mr    By: /s/ Robin Abraham    Name:  Robin Abraham  Title: VP Business Development  Homecare    By: /s/ Robert Cardone    Name:  Robert Cardone  Title: Ex-Employee    By: /s/ Robert Sorrentino    Name:  Robert Sorrentino  Title: Senior Director, GTM  Enablement    By: /s/ Richelle L Pernell    Name:  Richelle L Pernell  Title: Acute Optimization Specialist    By: /s/ Robert Seftel    Name:  Robert Seftel  Title: Mr.    By: /s/ Richard E Kuroghlian    Name:  Richard E Kuroghlian  Title: Director, Product Operations    By: /s/ Robert Meier    Name:  Robert Meier  Title: CRO    By: /s/ King, Rich    Name:  King, Rich  Title: Director, Analytics    By: /s/ Robert Krulee    Name:  Robert Krulee  Title: Junior analytics engineer    By: /s/ Reid Manning    Name:  Reid Manning  Title: Mr.    





 






#94322184v1                                                                              By: /s/ Seth A Lefferts    Name:  Seth A Lefferts  Title: Sr Manager, Data Governance    By: /s/ Samantha Szewczyk    Name:  Samantha Szewczyk  Title: Miss    By: /s/ Scott Bellino    Name:  Scott Bellino  Title: Director, Financial Controls    By: /s/ Sajith Parameswaran    Name:  Sajith Parameswaran  Title: Senior Software Engineer    By: /s/ Sarah Rowe    Name:  Sarah Rowe  Title: Head of Marketing, Datavant    By: /s/ Sage Nakagawa    Name:  Sage Nakagawa  Title: VP Commercial Operations    By: /s/ Sarah M Keppeler    Name:  Sarah M Keppeler  Title: Mrs    By: /s/ Ryan Pardo    Name:  Ryan Pardo  Title: SVP    By: /s/ Burstein, Sarah    Name:  Burstein, Sarah  Title: Director, Episode Partner  Implementations    By: /s/ Ryan Barker    Name:  Ryan Barker  Title: Mr    By: /s/ Samuel Gershon    Name:  Samuel Gershon  Title: Mr.    By: /s/ RP Special Situations LLC    Name:  RP Special Situations LLC  Title: Manager    By: /s/ Samiksha Sunder Shetty    Name:  Samiksha Sunder Shetty  Title: Ms    By: /s/ Roman Gavrilov    Name:  Roman Gavrilov  Title: RG    





 






#94322184v1                                                               By: /s/ Stephen F. Wiggins    Name:  Stephen F. Wiggins  Title: Manager    By: /s/ SRINATH MANDADI    Name:  SRINATH MANDADI  Title: Manager, Software Engineering    By: /s/ Stephen F Wiggins    Name:  Stephen F Wiggins  Title: Manager    By: /s/ Silviu Schiau    Name:  Silviu Schiau  Title: VP, Applications Development    By: /s/ Stephen F Wiggins    Name:  Stephen F Wiggins  Title: Manager    By: /s/ Shumon Alam    Name:  Shumon Alam  Title: QA Manager    By: /s/ Stephanie Feuer    Name:  Stephanie Feuer  Title: former Communications Manager    By: /s/ Sheila J Rodriguez    Name:  Sheila J Rodriguez  Title: senior manager, performance  marketing    By: /s/ STEPHANIE DOSKI    Name:  STEPHANIE DOSKI  Title: Individual Stock Owner    By: /s/ Sharon Houslin    Name:  Sharon Houslin  Title: N/A    By: /s/ Stefanie Brice    Name:  Stefanie Brice  Title: Operations Lead    By: /s/ Shana Pack    Name:  Shana Pack  Title: Acute Optimization Specialist    By: /s/ Stacey Eccleston    Name:  Stacey Eccleston  Title: VP Implementation Analytics    By: /s/ SHAJIB AZAD    Name:  SHAJIB AZAD  Title: Senior Application support  engineer    





 






#94322184v1                                                                                 By: /s/ tania pagan rosario    Name:  tania pagan rosario  Title: Business Analyst    By: /s/ Susan Safford    Name:  Susan Safford  Title: CSE    By: /s/ Tamir Rosenblum    Name:  Tamir Rosenblum  Title: VP    By: /s/ Steven Senneff    Name:  Steven Senneff  Title: CFO    By: /s/ Tamir Oren    Name:  Tamir Oren  Title: Partner    By: /s/ Steven Newbert    Name:  Steven Newbert  Title: CSE    By: /s/ Tameen Jaara    Name:  Tameen Jaara  Title: Senior Analyst    By: /s/ Steven G Blasch    Name:  Steven G Blasch  Title: Principal Engineer    By: /s/ Taha Bayrak    Name:  Taha Bayrak  Title: Shareholder    By: /s/ Steve Wiggins    Name:  Steve Wiggins  Title: Manager    By: /s/ SUSMITHA PATIBANDLA    Name:  SUSMITHA PATIBANDLA  Title: Senior QA Engineer    By: /s/ Stephen Wiggins    Name:  Stephen Wiggins  Title: Manager    By: /s/ Susana Hall    Name:  Susana Hall  Title: RN, Client Clinical Executive    By: /s/ Stephen Vander Schaaf    Name:  Stephen Vander Schaaf  Title: Mr.    





 






#94322184v1                                                                            By: /s/ Nagle, Tracy    Name:  Nagle, Tracy  Title: Executive Operations Lead    By: /s/ Daley, Timothy    Name:  Daley, Timothy  Title: Shareholder    By: /s/ Toni Arcangel    Name:  Toni Arcangel  Title: Manager, Analytics    By: /s/ Thomas Leri    Name:  Thomas Leri  Title: Shareholder    By: /s/ Tong (Ezra) H Lee    Name:  Tong (Ezra) H Lee  Title: Director    By: /s/ Thomas Leri    Name:  Thomas Leri  Title: Shareholder    By: /s/ Tomorrow Ventures, LLC    Name:  Tomorrow Ventures, LLC  Title: Manager    By: /s/ Thomas A. Travers    Name:  Thomas A. Travers  Title: Option Holder    By: /s/ Hollis, Tomi    Name:  Hollis, Tomi  Title: Episodes Operations Analyst    By: /s/ Theresa Renna    Name:  Theresa Renna  Title: Director Product Management    By: /s/ Tina Liang    Name:  Tina Liang  Title: Ms    By: /s/ Theresa Moltzau    Name:  Theresa Moltzau  Title: Mrs    By: /s/ Timothy Williams    Name:  Timothy Williams  Title: VP, Chief Information Security  Officer    By: /s/ Taylor Leet-Otley    Name:  Taylor Leet-Otley  Title: Mr    





 






#94322184v1                                                                                 By: /s/ Yogita Ahire    Name:  Yogita Ahire  Title: Ms    By: /s/ Burris, Wesley    Name:  Burris, Wesley  Title: CSE    By: /s/ Yogesh Patel    Name:  Yogesh Patel  Title: QA    By: /s/ W. Robert Dahl    Name:  W. Robert Dahl  Title: MR.    By: /s/ Yasin Patel    Name:  Yasin Patel  Title: Client Success Executive    By: /s/ W. Patrick McMullan III    Name:  W. Patrick McMullan III  Title: Mr    By: /s/ Yara Farahmand    Name:  Yara Farahmand  Title: Manager strategic programs    By: /s/ Vikram Singh Negi    Name:  Vikram Singh Negi  Title: Director, Product Management    By: /s/ Wyatt Lendle    Name:  Wyatt Lendle  Title: QA Engineer    By: /s/ Vibha Rajan    Name:  Vibha Rajan  Title: Program Manager    By: /s/ Winthrop Whitcomb    Name:  Winthrop Whitcomb  Title: MD    By: /s/ Vanessa Kern    Name:  Vanessa Kern  Title: Senior Director, FP&A    By: /s/ WILLIAM A SHATRAW    Name:  WILLIAM A SHATRAW  Title: VP, Sales    By: /s/ Tristan Williams    Name:  Tristan Williams  Title: Ms.    





 






#94322184v1                                                                                 By: /s/ Joel Cowie    Name:  Joel Cowie  Title: Mr.    By: /s/ Carolina Trombetta    Name:  Carolina Trombetta  Title: Associate    By: /s/ Francisco Campuzano    Name:  Francisco Campuzano  Title: Mr    By: /s/ Zvi Rahamim    Name:  Zvi Rahamim  Title: Lead Software Engineer    By: /s/ David Ray    Name:  David Ray  Title: Application Support    By: /s/ Zaida Raquel Garcia    Name:  Zaida Raquel Garcia  Title: Nursing Student    By: /s/ Clifford Brookes    Name:  Clifford Brookes  Title: Cb    By: /s/ Zachary Sagar    Name:  Zachary Sagar  Title: Episodes Operations Analyst    By: /s/ Charles Wiggins    Name:  Charles Wiggins  Title: Co-founder    By: /s/ Zachary M. Bell    Name:  Zachary M. Bell  Title: Self    By: /s/ Charles A. Wiggins    Name:  Charles A. Wiggins  Title: Co-founder    By: /s/ Zachary Bregman    Name:  Zachary Bregman  Title: Mr    By: /s/ Carrie Shomber    Name:  Carrie Shomber  Title: Acute Optimization Special    By: /s/ Kim, YooKyung Esther    Name:  Kim, YooKyung Esther  Title: Sr. Product Manager    





 






#94322184v1                                                                                 By: /s/ Matthew M Wiggins    Name:  Matthew M Wiggins  Title: Member    By: /s/ Radhika Patel    Name:  Radhika Patel  Title: Operations Specialist    By: /s/ Paige Kennedy    Name:  Paige Kennedy  Title: Senior Director, Network  Development    By: /s/ Paige Kennedy    Name:  Paige Kennedy  Title: Senior Director, Network  Development    By: /s/ Jewel L. Satterfield    Name:  Jewel L. Satterfield  Title: Ms    By: /s/ Michael Cuffy    Name:  Michael Cuffy  Title: Mr    By: /s/ Saish Belnekar    Name:  Saish Belnekar  Title: Network Engineer    By: /s/ Matthew M Wiggins    Name:  Matthew M Wiggins  Title: Member    By: /s/ Sage Nakagawa    Name:  Sage Nakagawa  Title: VP Commercial Operations    By: /s/ Lisa Frazier    Name:  Lisa Frazier  Title: Customer solutions manager    By: /s/ Ryan W Kelly    Name:  Ryan W Kelly  Title: Manager, Analytics    By: /s/ Lawrence Medici    Name:  Lawrence Medici  Title: Process Engineer    By: /s/ Richard C. Goodman    Name:  Richard C. Goodman  Title: Manager    By: /s/ Kathleen Lockard    Name:  Kathleen Lockard  Title: Sr Director Client Solutions    





 






#94322184v1                                                                                 By: /s/ David Ray    Name:  David Ray  Title: Application Support    By: /s/ Radhika Patel    Name:  Radhika Patel  Title: Operations Specialist    By: /s/ Carolina Trombetta    Name:  Carolina Trombetta  Title: Associate    By: /s/ Sage Nakagawa    Name:  Sage Nakagawa  Title: VP Commercial Operations    By: /s/ Carrie Shomber    Name:  Carrie Shomber  Title: Acute Optimization Specialist    By: /s/ Kathleen Lockard    Name:  Kathleen Lockard  Title: Sr Director Client Solutions    By: /s/ Ryan W Kelly    Name:  Ryan W Kelly  Title: Manager, Analytics    By: /s/ Francisco Campuzano    Name:  Francisco Campuzano  Title: Mr    By: /s/ Charles Wiggins    Name:  Charles Wiggins  Title: Co-founder    By: /s/ Joel Cowie    Name:  Joel Cowie  Title: Mr.    By: /s/ Lawrence Medici    Name:  Lawrence Medici  Title: Process Engineer    By: /s/ Clifford Brookes    Name:  Clifford Brookes  Title: Cb    By: /s/ Lisa Frazier    Name:  Lisa Frazier  Title: Customer solutions manager    By: /s/ Saish Belnekar    Name:  Saish Belnekar  Title: Network Engineer    





 






#94322184v1                                                                                By: /s/ Lyndsey Moore    Name:  Lyndsey Moore  Title: Manager, Net Dev    By: /s/ Adam Caccavale    Name:  Adam Caccavale  Title: Senior Analyst, Analytics    By: /s/ Jacqueline Malecki Costanta    Name:  Jacqueline Malecki Costanta  Title: Mrs.    By: /s/ Monica Wiggins Delaney    Name:  Monica Wiggins Delaney  Title: Operation Specialist    By: /s/ Emma Frawley    Name:  Emma Frawley  Title: Business Analyst, Financial  Operations    By: /s/ Joseph Miralles    Name:  Joseph Miralles  Title: Client Success Executive    By: /s/ ANKIT SHAH    Name:  ANKIT SHAH  Title: Etl/ Bi developer    By: /s/ CRISSY GARCIA    Name:  CRISSY GARCIA  Title: Member Engagement Coordinator    By: /s/ Amalia Cerasulo    Name:  Amalia Cerasulo  Title: Ms    By: /s/ Akshay Venkitasubramanian    Name:  Akshay Venkitasubramanian  Title: Stockholder    By: /s/ Tami Hutchison    Name:  Tami Hutchison  Title: Senior Director    By: /s/ Richard C. Goodman    Name:  Richard C. Goodman  Title: Manager    By: /s/ William Yu    Name:  William Yu  Title: Product Manager    By: /s/ Michael Cuffy    Name:  Michael Cuffy  Title: Mr    





 






#94322184v1                                                                                 By: /s/ Matthew Wiggins    Name:  Matthew Wiggins  Title: Managing Member    By: /s/ Wing Kwong Yan    Name:  Wing Kwong Yan  Title: Senior Software Engineer    By: /s/ Kiysha Bethea    Name:  Kiysha Bethea  Title: HR Coordinator    By: /s/ Thomas Bronson Wilks    Name:  Thomas Bronson Wilks  Title: Post Acute Network Supervisor    By: /s/ John Yorke    Name:  John Yorke  Title: Mr    By: /s/ Gray, Ted    Name:  Gray, Ted  Title: Sr. Client Solutions Mgr.    By: /s/ John Yorke    Name:  John Yorke  Title: Mr    By: /s/ SCOTT SOUTHARD    Name:  SCOTT SOUTHARD  Title: Mr.    By: /s/ Emil Rusev    Name:  Emil Rusev  Title: Sr. Director    By: /s/ Nikolay Paradizov    Name:  Nikolay Paradizov  Title: QA Manager    By: /s/ Brendan Abel Valdivia    Name:  Brendan Abel Valdivia  Title: Strategic operations executive    By: /s/ Mary Wiggins Tuttle    Name:  Mary Wiggins Tuttle  Title: Dr    By: /s/ Betty Nelson    Name:  Betty Nelson  Title: SVP, Marketing    By: /s/ Mary Naylor    Name:  Mary Naylor  Title: Professor, Univ. of Pennsylvania    





 






#94322184v1            By: /s/ Reid Manning    Name:  Reid Manning  Title: Mr.          By: /s/ Shilpa Sudarsanam    Name:  Shilpa Sudarsanam  Title: Product Owner          By: /s/ Spring Lake Equity Partners, LLC    Name:  Spring Lake Equity Partners, LLC  Title: Managing Member  





 






    EXECUTION DRAFT        TRA PARTIES    • New Mountain Partners V (AIV-C), L.P.  • New Mountain Partners V (AIV-C3), L.P.  • New Mountain Partners V Special (AIV-C3), L.L.C  • HV Special Situations Fund L.P. (UAW)  • TTCP Executive Fund - CA, LLC  • Town Hall Ventures L.P.  • Cure Aggregator, LLC  • Remedy Acquisition L.P.  • BCIP Venture Associates  • BCIP Venture Associates – B  • Bain Capital Venture Fund 2014, L.P.  • Bain Capital Venture Coinvestment Fund, L.P.  • Shareholders and Optionholders of New Remedy Corp signatories hereto  • SEU Holders signatories hereto                                                                          #93848783v9  





 






#93848783v9      Exhibit A  Joinder    This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined  below), dated as of , by and among Signify Health, Inc., a Delaware  corporation (the “Corporate Taxpayer”),      (“Permitted Transferee”).  (“Transferor”) and    WHEREAS, the Transferor is entitled to of payments under  the Tax Receivable (such Transferor’s Sharing Percentage (as defined in the Tax Receivable  Agreement)) and on , Permitted Transferee shall acquire    percent of the Transferor’s right to receive payments that may  become due and payable under the Tax Receivable Agreement (the “Acquired Interests”)  from Transferor (the “Acquisition”); and    WHEREAS, Transferor, in connection with the Acquisition, has required  Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.02(b) of the  Tax Receivable Agreement, dated as of [•], 2021, by and among the Corporate Taxpayer and  each TRA Party (as defined therein) (the “Tax Receivable Agreement”).    NOW, THEREFORE, in consideration of the foregoing and the respective  covenants and agreements set forth herein, and intending to be legally bound hereby, the  parties hereto agree as follows:    Section 1.1 Definitions. To the extent capitalized words used in  this Joinder are not defined in this Joinder, such words shall have the respective  meanings set forth in the Tax Receivable Agreement.    Section 1.2 Acquisition. For good and valuable consideration, the  sufficiency of which is hereby acknowledged by the Transferor and the Permitted  Transferee, the Transferor hereby transfers and assigns absolutely to the Permitted  Transferee all of the Acquired Interests.    Section 1.3 Joinder. Permitted Transferee hereby acknowledges  and agrees (i) that it has received and read the Tax Receivable Agreement, (ii) that  the Permitted Transferee is acquiring the Acquired Interests in accordance with and  subject to the terms and conditions of the Tax Receivable Agreement and (iii) to  become a “TRA Party” (as defined in the Tax Receivable Agreement) for all  purposes of the Tax Receivable Agreement and agrees to be bound by Section 7.12  of the Tax Receivable Agreement.    Section 1.4 Notice. Any notice, request, consent, claim, demand,  approval, waiver or other communication hereunder to Permitted Transferee shall be  delivered or sent to Permitted Transferee at the address set forth on the signature  page hereto in accordance with Section 7.01 of the Tax Receivable Agreement.    Section 1.5 Governing Law. This Joinder shall be governed by and  construed in accordance with the laws of the State of Delaware, without regard to the  





 






#93848783v9      conflicts of law rules of such State that would result in the application of the laws of  any other State.    IN WITNESS WHEREOF, this Joinder has been duly executed and delivered  by Permitted Transferee as of the date first above written.      SIGNIFY HEALTH, INC.    By:     Name:  Title:      [TRANSFEROR]    By:     Name:  Title:      [PERMITTED TRANSFEREE]    By:     Name:  Title:      Address for notices: