SUBSTITUTE NON-STATUTORY STOCK OPTION AGREEMENT
Pursuant to the Notice of Substitute Non-Statutory Stock Option Grant (the Notice) delivered to the Participant, and subject to the terms and conditions of this Substitute Non-Statutory Stock Option Agreement (the Agreement) and the Plan, the Company and Participant agree as set forth below. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Notice or the Plan, as applicable.
WHEREAS, Remedy Partners, LLC, formerly known as Remedy Partners, Inc. (Remedy Partners) and Cure TopCo, LLC, formerly known as Chloe Ox Holdings, LLC (Cure TopCo) entered into that certain Combination Agreement, dated November 14, 2019, pursuant to which Cure TopCo will acquire all of the issued and outstanding equity securities of Remedy Partners, in exchange for the issuance to New Remedy Corp of certain newly issued equity interests of Cure Topco (the Combination);
WHEREAS, prior to and in connection with the Combination, on November 26, 2019, Remedy Partners implemented a reorganization pursuant to which it formed New Remedy as a wholly owned subsidiary of Remedy Partners and New Remedy formed Remedy Merger Sub, Inc., a Delaware corporation (Remedy Merger Sub) as a wholly owned subsidiary of New Remedy, and, thereafter, Remedy Partners and Remedy Merger Sub entered into that certain Remedy Merger Agreement, pursuant to which Remedy Merger Sub merged with and into Remedy Partners, with Remedy Partners surviving as a wholly-owned subsidiary of New Remedy (the Merger);
WHEREAS, as a result of the Merger, each share of common stock of Remedy Partners was cancelled and converted into one share of Class A Common Stock of New Remedy;
WHEREAS, prior to the Merger, Participant held certain options to purchase a number of shares of common stock of Remedy Partners set forth in the Notice (the Remedy Options) pursuant to the Remedy Partners, Inc. 2019 Equity Incentive Plan;
WHEREAS, in connection with the Merger, the Remedy Partners, Inc. 2019 Equity Incentive Plan was assigned to, and assumed by, New Remedy (the Plan Assumption);
WHEREAS, in connection with the Plan Assumption, the Remedy Partners, Inc. 2019 Equity Incentive Plan was renamed the New Remedy Corp. 2019 Equity Incentive Plan (as may be amended from time to time, the Plan), and the Plan was amended and restated to, among other things, allow for the grant of options to purchase shares of Class A Common Stock of New Remedy;
WHEREAS, in connection with the Merger, and in accordance with the terms and conditions of the Plan, options to acquire shares of Class A Common Stock of New Remedy (such options, the Stock Options) were substituted for the Remedy Options, as set forth in the Notice;
WHEREAS, the Stock Options are subject to all of the same terms and conditions of the corresponding Remedy Options, except as expressly provided herein; and
WHEREAS, subject to the limitations contained in Rule 506 or Rule 701, as applicable, under the Securities Act of 1933, as amended (the Securities Act), the issuance of the Stock Options is intended to be exempt from the registration requirements of the securities Act pursuant to Rule 506 or Rule 701, as applicable.