Agilon Health, Inc. Sample Contracts

agilon health, inc. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

Certain stockholders of agilon health, inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”), propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) of Common Stock, par value $0.01 per share of the Company (the “Stock”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to [•] additional shares of the Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.”

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agilon health, inc. [●] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

agilon health, inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) of Common Stock, par value $[•] per share of the Company (the “Stock”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to [•] additional shares of the Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

agilon health, inc. 86,884,353 Shares of Common Stock Underwriting Agreement
Agilon Health, Inc. • May 18th, 2023 • Services-misc health & allied services, nec

Certain stockholders of agilon health, inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”), propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 86,884,353 shares (the “Firm Shares”) of Common Stock, par value $0.01 per share of the Company (the “Stock”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to 7,726,955 additional shares of the Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.” Subject to the sale of the Firm Shares by the Selling Stockholders to the Underwriters in compliance with the terms of this underwriting agreement (this “Agreement”), the

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This INDEMNIFICATION AGREEMENT, dated as of July 1, 2016 (the “Agreement”), is among CD&R Vector Topco, Inc., a Delaware corporation (the “Company”), CD&R Vector Midco, Inc., a Delaware corporation (“Midco”), CD&R Vector Parent, Inc., a Delaware corporation (“Parent”) and Primary Provider Management Co., Inc., a California corporation (“Opco” and together with the Company, Midco and Parent, the “Company Entities”), CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (the “Fund”), Clayton, Dubilier & Rice Fund IX-A, L.P., a Cayman Islands exempted limited partnership (the “Parallel Fund”), CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership (together with the Fund and the Parallel Fund, the “CD&R Funds”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). Capitalized terms used herein without definition hav

REGISTRATION RIGHTS AGREEMENT of AGILON HEALTH, INC. Dated as of April 16, 2021
Registration Rights Agreement • April 19th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 16, 2021, by and among agilon health, inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”), any Person who executes a Joinder Agreement in the form of Exhibit A hereto and any Person who becomes a party hereto pursuant to Section 9(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.

STOCKHOLDERS AGREEMENT of AGILON HEALTH, INC. Dated as of April 16, 2021
Stockholders Agreement • April 19th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

THIS STOCKHOLDERS AGREEMENT is entered into as of April 16, 2021, by and among agilon health, inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”), and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2022 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Employment Agreement (this “Agreement”), dated as of 03/31/2022 is entered into by and between Girish Venkatachaliah (the “Executive”) and agilon health, inc., a Delaware corporation (the “Company”).

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement and General Release of Claims • May 5th, 2022 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of March 18 2022, is entered into by and among agilon health management, inc. (f/k/a agilon health, inc.) (the “Company” and together with its parent, agilon health, inc. and their respective subsidiaries and affiliates, the “Company Group”), and the undersigned, Theodore Halkias.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 4, 2019, by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

INVESTMENT AGREEMENT dated as of January 4, 2019 by and among AGILON HEALTH TOPCO, INC. as the Company and EACH ENTITY LISTED ON EXHIBIT A HERETO as a Purchaser
Investment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This Investment Agreement, dated as of January 4, 2019 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, as amended from time to time, severally and not jointly (each, a “Purchaser”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Employment Agreement (this “Agreement”), dated as of April 20, 2017, is entered into by and between Lisa Dombro (the “Executive”), Agilon Health Holdings, Inc., a Delaware corporation (“Parent”), and agilon health, inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”).

Contract
Consulting Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This CONSULTING AGREEMENT, dated as of July 1, 2016, (this “Agreement”), is entered into by and among CDR Vector Topco, Inc., a Delaware corporation (the “Company”), Primary Provider Management Co., Inc., a California corporation (“Opco”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”).

Form of Director Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • April 14th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Director Restricted Stock Unit Agreement (the “Agreement”), by and between agilon health, inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto, is being entered into pursuant to the agilon health, inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement and General Release of Claims • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of May 22, 2020, is entered into by and among Agilon Health Holdings, Inc. (the “Company”), the undersigned, Ronald J. Kuerbitz, and, solely for purposes of Sections 4 and 5 below, Agilon Health Topco, Inc., the indirect parent of the Company (“Topco”), and CD&R Vector Holdings, L.P., Topco’s majority investor (the “CD&R Investor”).

TERMINATION AGREEMENT
Termination Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This TERMINATION AGREEMENT (this “Agreement”) is entered as of [●], 2021, by and between Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), a Delaware corporation (the “Company”), Primary Provider Management Co., Inc., a California corporation (“Opco”) and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”).

FIRST AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This First Amendment, dated as of October 21, 2020 (this “Amendment”), to the Investment Agreement (as defined below) is entered into by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, (each, a “Purchaser” and collectively, the “Purchasers”), acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd., as agent and investment adviser to Purchasers. The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT of AGILON HEALTH TOPCO, INC. dated as of November 29, 2019
Adoption Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Amended and Restated Stockholders’ Agreement (as it may be amended from time to time, this “Agreement”) is made as of November 29, 2019 (the “Effective Date”), by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), the Major Holder and each of the parties who have executed either the Existing Agreement or an Adoption Agreement to this Agreement (including, for the avoidance of doubt, joinders to the Existing Agreement). The Company, the Major Holder and the Stockholders are sometimes referred to herein as the “Parties” or each a “Party.”

CREDIT AGREEMENT Dated as of February 18, 2021 among AGILON HEALTH, INC., as Borrower AGILON HEALTH INTERMEDIATE HOLDINGS, INC., as Holdings THE LENDERS AND ISSUERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and JPMORGAN CHASE...
Credit Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

CREDIT AGREEMENT, dated as of February 18, 2021, among AGILON HEALTH, INC., a Delaware corporation (as further defined in Section 1.1, the “Borrower”), AGILON HEALTH INTERMEDIATE HOLDINGS, INC., a Delaware corporation (as further defined in Section 1.1, “Holdings”), the Lenders (as defined below), the Issuers (as defined below) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders and the Issuers (in such capacity and as further defined in Section 1.1, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity and as further defined in Section 1.1, the “Collateral Agent”), with JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., WELLS FARGO SECURITIES, LLC, DEUTSCHE BANK SECURITIES INC. and NOMURA SECURITIES INTERNATIONAL, INC., as joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”).

Form of Employee Performance Restricted Stock Unit Agreement
Employee Performance Restricted Stock Unit Agreement • April 14th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Employee Performance Restricted Stock Unit Agreement (the “Agreement”), by and between agilon health, inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the agilon health, inc. 2021 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). This Agreement shall be dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 1, 2021 (this “First Amendment”), to the Credit Agreement referred to below, between agilon health, inc., a Delaware corporation (the “Borrower”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

INVESTMENT AGREEMENT dated as of March 4, 2020 by and among AGILON HEALTH TOPCO, INC. as the Company and EACH ENTITY LISTED ON EXHIBIT A HERETO as a Purchaser
Investment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This Investment Agreement, dated as of March 4, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, as amended from time to time, severally and not jointly (each, a “Purchaser”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

FOURTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Fourth Amendment to the Amended and Restated Stockholders’ Agreement, dated as of January 30, 2020 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This First Amendment to the Registration Rights Agreement, dated as of March 4, 2020 (this “Amendment”), is entered by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Schedule A to the Agreement (as defined below) (each, an “Investor”).

agilon health, inc. Employee Stock Option Agreement (Base and Upside Options)
Employee Stock Option Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Employee Stock Option Agreement, dated as of , 202 , between agilon health, inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to, and is subject to the terms of, the Amended and Restated agilon health, inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.

THIRD AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Third Amendment to the Amended and Restated Stockholders’ Agreement, dated as of December 31, 2019 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

Form of Employee Stock Option Agreement
Employee Stock Option Agreement • April 14th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Employee Stock Option Agreement (the “Agreement”), by and between agilon health, inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the agilon health, inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Second Amendment to the Amended and Restated Stockholders’ Agreement, dated as of December 27, 2019 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2023 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Employment Agreement (this "Agreement"), dated as of March 5, 2017, is entered into by and between Veeral Desai (the "Executive"), Agilon Health Holdings, Inc., a Delaware corporation ("Parent"), and agilon health, inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Company").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Amendment (“Amendment”) is made and entered into effective as of July 1, 2020 (“Effective Date”), and hereby amends the Employment Agreement by and between Lisa Dombro (the “Executive”), Agilon Health Holdings, Inc., a Delaware corporation (“Parent”), and agilon health, inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), dated as of April 20, 2017 (the “Agreement”).

SIXTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Sixth Amendment to the Amended and Restated Stockholders’ Agreement, dated as of March 4, 2020 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

TERMINATION AGREEMENT
Termination Agreement • April 19th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York

This TERMINATION AGREEMENT (this “Agreement”) is entered as of April 16, 2021, by and between Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), a Delaware corporation (the “Company”), Primary Provider Management Co., Inc., a California corporation (“Opco”) and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”).

Form of Employee Restricted Stock Unit Agreement
Employee Restricted Stock Unit Agreement • April 14th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware

This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between agilon health, inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the agilon health, inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This Second Amendment, dated as of July 7, 2020 (this “Amendment”), to the Registration Rights Agreement (as defined below) is entered into by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Schedule A to the Agreement (as defined below) (each, an “Investor” and collectively, the “Investors”).

FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec

This First Amendment to the Amended and Restated Stockholders’ Agreement, dated as of December 19, 2019 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

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