INDEMNIFICATION AGREEMENTIndemnification 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
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware
This Employment Agreement (this “Agreement”), dated as of December 5, 2019, is entered into by and between Ben Kornitzer (the “Executive”) and agilon health, inc., a Delaware corporation (the “Company”) and will be effective as of the Effective Date.
REGISTRATION RIGHTS AGREEMENTRegistration 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 PurchaserInvestment 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 AGREEMENTEmployment 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”).
ContractConsulting 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”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation 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”).
FIRST AMENDMENT TO INVESTMENT AGREEMENTInvestment 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, 2019Adoption 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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit 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 PurchaserInvestment 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’ AGREEMENTStockholders’ 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”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration 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”).
THIRD AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ 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”).
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ 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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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’ AGREEMENTStockholders’ 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”).
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration 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’ AGREEMENTStockholders’ 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”).
FIFTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec
This Fifth Amendment to the Amended and Restated Stockholders’ Agreement, dated as of February 18, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware
Indemnification Agreement (this “Agreement”), dated as of December 8, 2020, by and among Agilon Health Topco, Inc., a Delaware corporation (“Topco”), Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), a Delaware corporation (“Holdings”), agilon health, inc. (f/k/a CD&R Vector Parent, Inc.), a Delaware corporation (“Opco”), and Primary Provider Management Co., Inc., a California corporation (“PPMC” and, together with Topco, Holdings and Opco, the “Companies”, and each, a “Company”) and Steven Sell (“Indemnitee”).
FIRST AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • March 18th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec
This First Amendment, dated as of October 5, 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”), The New Economy Fund (“New Economy”) and SMALLCAP World Fund, Inc. (“SMALLCAP” and together with New Economy, the “Purchasers” and each, a “Purchaser”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
