●] Shares EVERSIDE HEALTH GROUP, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2021 • Everside Health Group, Inc. • Services-health services • New York
EVERSIDE HEALTH GROUP, INC. INDEMNIFICATION AGREEMENT (For [Directors][Officers] of a Delaware Corporation)Indemnification Agreement • August 6th, 2021 • Everside Health Group, Inc. • Services-health services • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Everside Health Group, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
EVERSIDE HEALTH GROUP, INC. REGISTRATION RIGHTS AGREEMENT [DATE], 2021Registration Rights Agreement • August 27th, 2021 • Everside Health Group, Inc. • Services-health services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and among Everside Health Group, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and the FF Beneficial Investor (as defined herein).
ContractManagement Consulting Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services • Delaware
This MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is entered into as of June 1, 2018, by and among PALADINA HEALTH, LLC, a Delaware limited liability company (the “Company”) and NEA MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Consultant”).
STOCK PURCHASE AGREEMENT BY AND AMONG PALADINA DPC HOLDING CO., LLC, PALADINA HEALTH HOLDINGS, LLC, HEALTHSTAT, INC., HEALTHSTAT WELLNESS, INC., DR. ROBERT ERIC HART, THE SELLERS NAMED HEREIN, AND HSSR LLC, AS THE SELLERS’ REPRESENTATIVE DATED OCTOBER...Stock Purchase Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 7th day of October, 2020, by and among Paladina DPC Holding Co., LLC, a Delaware limited liability company (“Buyer”), Paladina Health Holdings, LLC, a Delaware limited liability company (“Parent”), Healthstat, Inc., a North Carolina corporation (the “Company”), Healthstat Wellness, Inc., a California professional medical corporation (“HSW”), Dr. Robert Eric Hart (“Seller Hart”), the stockholders of the Company, as set forth on Annex I hereto (“Sellers”), and HSSR LLC, a North Carolina limited liability company, as the representative of Sellers (“Sellers’ Representative”). Together, Buyer and Sellers are sometimes referred to herein as the “Parties” and individually as a “Party”. Sellers’ Representative is a party hereto to the extent that this Agreement explicitly refers to the Sellers’ Representative.
AMENDMENT TO MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services • Delaware
This AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT (this “Amendment”) is entered into as of May 5, 2021, by and among Everside Health, LLC (f/k/a Paladina Health, LLC), a Delaware limited liability company (the “Company”) and NEA Management Company LLC, a Delaware limited liability company (the “Consultant”).
PALADINA HEALTH, LLCEmployment Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services • Colorado
Paladina Health, LLC (the “Company”) is pleased to offer you continued employment pursuant to the terms of this Employment Agreement (the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services • Colorado
This Employment Agreement (this “Agreement”) is made effective as of October 18, 2018 (the “Effective Date”), by and between Paladina Health, LLC (“Employer”) and Tobias Barker, MD (“Employee”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services
This First Amendment to Loan and Security Agreement is entered into as of May 31, 2019 (the “Amendment”) by and among COMERICA BANK (“Bank”), PALADINA HEALTH, LLC, a Delaware limited liability company formerly known as Davita DPC Management Company, LLC (“Paladina”), DPC MEDICAL GROUP, P.C., a Washington corporation (“DPC”), PALADINA MEDICAL GROUP OF NEW JERSEY, P.C., a New Jersey corporation (“Paladina New Jersey”), PALADINA HEALTH MEDICAL GROUP, PC, a Colorado corporation (“Paladina PC”), ACTIVATE HEALTHCARE LLC, an Indiana limited liability company (‘Activate”, and together with Paladina, DPC, Paladina New Jersey, Paladina PC, each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in the Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).
FOURTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services
This Fourth Amendment and Joinder to Loan and Security Agreement is entered into as of July 12, 2021 (the “Amendment”) by and among COMERICA BANK (“Bank”), EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC which was formerly known as Davita DPC Management Company, LLC (“Everside”), PALADINA MEDICAL GROUP OF NEW JERSEY, P.C., a New Jersey corporation (“Paladina New Jersey”), PALADINA HEALTH MEDICAL GROUP, PC, a Colorado corporation (“Paladina PC”), ACTIVATE HEALTHCARE LLC, an Indiana limited liability company (“Activate”), HEALTHSTAT, INC., a North Carolina corporation (“Healthstat”), GATEWAY DIRECT PRIMARY CARE JV, LLC, a Delaware limited liability company (“Gateway”), HEALTHSTAT WELLNESS, INC., a California professional medical corporation (“HSW”), PALADINA MEDICAL GROUP OF CALIFORNIA, PROFESSIONAL CORPORATION, a California professional corporation (“CA PC”) and PALADINA DPC HOLDING CO., LLC, a Delaware limited liability company (“DPC Ho
LOAN AND SECURITY AGREEMENT June 27, 2018Loan and Security Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 27, 2018, by and between Comerica Bank (“Bank”) and Paladina Health, LLC, a Delaware limited liability company formerly known as Davita DPC Management Company, LLC (“Paladina”), DPC Medical Group, P.C., a Washington corporation (“DPC”), Paladina Medical Group of New Jersey, P.C., a New Jersey corporation (“Paladina New Jersey”) and Paladina Health Medical Group, PC, a Colorado corporation (“Paladina PC”), (Paladina, DPC, Paladina New Jersey and Paladina PC are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in the Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).
WEWATTA AND WYNKOOP PT, LLC, as Landlord, and PALADINA HEALTH, LLC, as Tenant Dated as of November 12, 2018 (with Effective Date as provided in the Lease) 1400 Wewatta Denver, ColoradoOffice Lease Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services
THIS 1400 WEWATTA OFFICE LEASE AGREEMENT is made and entered into as of the Effective Date by and between WEWATTA AND WYNKOOP PT, LLC, a Delaware limited liability company, as Landlord, and PALADINA HEALTH, LLC, a Delaware limited liability company, as Tenant.
THIRD AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services
This Third Amendment and Joinder to Loan and Security Agreement is entered into as of March 25, 2021 (the “Amendment”) by and among COMERICA BANK (“Bank”), EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC which was formerly known as Davita DPC Management Company, LLC (“Everside”), PALADINA MEDICAL GROUP OF NEW JERSEY, P.C., a New Jersey corporation (“Paladina New Jersey”), PALADINA HEALTH MEDICAL GROUP, PC, a Colorado corporation (“Paladina PC”), ACTIVATE HEALTHCARE LLC, an Indiana limited liability company (“Activate”), HEALTHSTAT, INC., a North Carolina corporation (“Healthstat”), GATEWAY DIRECT PRIMARY CARE JV, LLC, a Delaware limited liability company (“Gateway”), HEALTHSTAT WELLNESS, INC., a California professional medical corporation (“HSW”), PALADINA MEDICAL GROUP OF CALIFORNIA, PROFESSIONAL CORPORATION, a California professional corporation (“CA PC”) and PALADINA DPC HOLDING CO., LLC, a Delaware limited liability company (“DPC Ho
SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2021 • Everside Health Group, Inc. • Services-health services
This Second Amendment and Waiver to Loan and Security Agreement (the “Amendment”) is entered into as of April 20, 2020, by and between COMERICA BANK, a Texas banking association (“Bank”) and PALADINA HEALTH, LLC, a Delaware limited liability company formerly known as Davita DPC Management Company, LLC (“Paladina”), DPC MEDICAL GROUP, P.C., a Washington corporation (“DPC”), PALADINA MEDICAL GROUP OF NEW JERSEY, P.C., a New Jersey corporation (“Paladina New Jersey”), PALADINA HEALTH MEDICAL GROUP, PC, a Colorado corporation (“Paladina PC”) and ACTIVATE HEALTHCARE LLC, an Indiana limited liability company (“Activate”, and with Paladina, DPC, Paladina New Jersey, Paladina P.C. each a “Borrower” and collectively, the “Borrowers”).
