BRIGHT HEALTH GROUP, INC. [___] Shares of Common Stock Underwriting AgreementBright Health Group Inc. • June 15th, 2021 • Hospital & medical service plans • New York
Bright Health Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [___] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [___] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
CREDIT AGREEMENT dated as of March 1, 2021, among BRIGHT HEALTH GROUP, INC., as the Company, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMorgan Chase bank,...Credit Agreement • May 19th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • New York
This CREDIT AGREEMENT dated as of March 1, 2021 (this “Agreement”), is entered into among BRIGHT HEALTH GROUP, INC. (the “Company”), the financial institutions from time to time party hereto as lenders (together with their respective successors and assigns, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders.
EMPLOYEE CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS AND NON-COMPETITION AGREEMENTAnd Non-Competition Agreement • May 19th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Minnesota
THIS AGREEMENT, effective as of September 20, 2019, is between Bright Health Management, Inc. (together with any of its direct or indirect parent or subsidiary entities, the “Company”) and (Please Print your name) Sam Srivastava (the “Employee”), an employee of Bright Health Management, Inc.
ContractLimited Waiver And • June 30th, 2023 • Bright Health Group Inc. • Hospital & medical service plans • New York
SECOND AMENDED AND RESTATED LIMITED WAIVER AND CONSENT dated as of June 29, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
INCREMENTAL AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 10th, 2024 • NeueHealth, Inc. • Hospital & medical service plans • New York
This CREDIT AGREEMENT dated as of August 4, 2023 (this “Agreement”), is entered into among NEUEHEALTH, INC. (F/K/A BRIGHT HEALTH GROUP, INC.) (the “Company”), NEA 18 Venture Growth Equity, L.P. and the financial institutions from time to time party hereto as lenders (together with their respective successors and assigns, the “Lenders”).
INVESTMENT AGREEMENT by and among BRIGHT HEALTH GROUP, INC. and the PURCHASERS identified on Schedule 1 attached hereto Dated as of October 10, 2022Investment Agreement • October 11th, 2022 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This INVESTMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 10, 2022, is by and among (i) Bright Health Group, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 7.07, the “Company”) and (ii) the purchasers identified on Schedule 1 attached hereto (together with any of their respective successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 7.07, each a “Purchaser”, and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Minnesota
This Amended and Restated Employment Agreement (this “Agreement”), effective as of December 19, 2019, is between Bright Health Management, Inc., a Delaware corporation (together with its direct and indirect parents and subsidiaries, the “Company”), with its principal place of business at 219 North 2nd Street, Suite 401, Minneapolis, MN 55401, and George L. Mikan III, an individual with his principal residence at 4901 Rolling Green Parkway, Edina, MN 55436 (the “Executive”).
BRIGHT HEALTH GROUP, INC. WARRANTHOLDERS AGREEMENTWarrantholders Agreement • October 5th, 2023 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This WARRANTHOLDERS AGREEMENT is dated as of October 2, 2023, and effective as provided in Section 7.10, by and among Bright Health Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the holders listed on Schedule 1 hereto (together with their Permitted Warrant Transferees, the “Holders”), and any other Person who becomes a party hereto pursuant to Article VII.
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Minnesota
This Employment Agreement (this “Agreement”), effective as of March 25, 2016, is between Bright Health Management, Inc., a Delaware corporation (together with its direct and indirect parents and subsidiaries, the “Company”), with its principal place of business at 219 North 2nd Street, Suite 310, Minneapolis, MN 55401, and Robert Sheehy, an individual with his principal residence at 5805 Mait Lane, Edina, MN 55436 (the “Executive”).
EMPLOYEE CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS AGREEMENTAgreement • May 19th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Minnesota
THIS AGREEMENT, effective as of Jan 7, 2020 , is between Bright Health Management, Inc. (together with any of its direct or indirect parent or subsidiary entities, the “Company”) and (Please Print your name) Cathy R Smith (the “Employee”), an employee of Bright Health Management, Inc.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 30th, 2023 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This STOCK PURCHASE AGREEMENT is made as of June 29, 2023, by and among Universal Care, Inc. d/b/a Brand New Day, a California corporation (“BND”), Central Health Plan of California, Inc., a California corporation (“CHP” and, together with BND, the “Companies” and each, a “Company”), Bright Health Company of California, Inc., a California corporation (“Seller”), Bright Health Group, Inc., a Delaware corporation (“Seller Parent”) and Molina Healthcare, Inc., a Delaware corporation (“Purchaser”). The Companies, Seller and Purchaser are each sometimes referred to in this Agreement as a “Party,” and collectively as the “Parties.” Certain capitalized terms used in this Agreement have the meanings set forth in Article I.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 13th, 2024 • NeueHealth, Inc. • Hospital & medical service plans • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of June 21, 2024 (this “Amendment”), in respect of the Credit Agreement, dated as of August 4, 2023 (as amended by Amendment No. 1, dated as of October 2, 2023, Incremental Amendment No. 2, dated as of April 8, 2024 and as further amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time prior to giving effect to this Amendment, the “Credit Agreement”), among NeueHealth, Inc. (f/k/a Bright Health Group, Inc.), a Delaware corporation (the “Company”) and the Lenders party hereto.
SEPARATION AGREEMENTSeparation Agreement • May 12th, 2022 • Bright Health Group Inc. • Hospital & medical service plans • Minnesota
This Separation Agreement (this “Agreement”) and the Release, which is attached and incorporated by reference as Exhibit A (“Release”), are made by and between [__] (“Employee”), and Bright Health Management, Inc. (“Employer” and, together with “Employee”, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2023 • Bright Health Group Inc. • Hospital & medical service plans
This Agreement is made by and between Bright Health Group, Inc., a Delaware corporation, on behalf of itself and its affiliates as applicable ("Bright") and Catherine R. Smith (“Consultant”) for the purpose of setting forth the terms and conditions under which Consultant shall provide certain services to Bright. This Agreement is effective as of the dates outlined in the Term and Termination section below (“Effective Date”).
ContractLimited Waiver And • March 1st, 2023 • Bright Health Group Inc. • Hospital & medical service plans • New York
LIMITED WAIVER AND CONSENT dated as of February 28, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN Parties party hereto, and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
BRIGHT HEALTH INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT November 15, 2018 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 15, 2018 (the “Agreement”) is entered into by and among Bright Health Inc., a Delaware corporation (the “Corporation”), the Holders (as herein defined) and the FF Beneficial Investor (as defined herein).
ContractLimited Waiver And • August 7th, 2023 • Bright Health Group Inc. • Hospital & medical service plans • New York
THIRD AMENDED AND RESTATED LIMITED WAIVER AND CONSENT dated as of August 4, 2023 (this “Waiver”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto (which constitute all the Lenders and Issuing Banks under the Credit Agreement (as defined below) as of the date hereof) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
ContractBright Health Group Inc. • March 16th, 2023 • Hospital & medical service plans
AMENDMENT NO. 2 dated as of November 20, 2021 (this “Amendment”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF BRIGHT HEALTH GROUP, INC.Registration Rights Agreement • June 4th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF BRIGHT HEALTH GROUP, INC. (this “Amendment”), dated as of May 19, 2021 (the “Effective Date”), is made by and among Bright Health Group, Inc. (formerly known as Bright Health Inc.), a Delaware corporation (the “Company”), New Enterprise Associates 15, L.P. (“NEA 15”), NEA Ventures 2016, Limited Partnership (“NEA Ventures”), New Enterprise Associates 16, L.P. (together with NEA 15 and NEA Ventures, “NEA”), Bessemer Venture Partners IX L.P. (“Bessemer IX”), Bessemer Venture Partners IX Institutional L.P. (together with Bessemer IX, “Bessemer”), Greenspring Global Partners VII-A, L.P. (“Greenspring VII-A”), Greenspring Global Partners VII-C, L.P. (“Greenspring VII-C”) and Greenspring Opportunities IV, L.P. (together with Greenspring VII-A and Greenspring VII-C, “Greenspring” and, together with NEA, Bessemer, the “Majority Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2022 • Bright Health Group Inc. • Hospital & medical service plans • Minnesota
This Amended and Restated Employment Agreement (this "Agreement"), effective as of September 23, 2021, is between Bright Health Management, Inc., a Delaware corporation (together with its direct and indirect parents and subsidiaries, the "Company"), with its principal place of business at 8000 Norman Center Dr., Suite 1200, Minneapolis, MN 55437, and George L. Mikan III, an individual with his principal residence at 4901 Rolling Green Parkway, Edina, MN 55436 (the "Executive").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2024 • NeueHealth, Inc. • Hospital & medical service plans • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 21, 2024 (the “Closing Date”) and is entered into by and among NEUEHEALTH, INC., a Delaware corporation (formerly known as BRIGHT HEALTH GROUP, INC.) (“Company”), each other Original Borrower, and each Additional Borrower (together with Company and each Original Borrower, individually or collectively, as the context may require, “Borrower”), the Original Guarantor, each Additional Guarantor from time to time party hereto, the several banks and other financial institutions or entities from time to time party hereto as lenders (each, a “Lender”, and collectively “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacities, including any successors and assigns, “Agent”).
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2022 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of October 17, 2022 (this “Agreement”), is entered into by and among Bright Health Group, Inc. (formerly known as Bright Health Inc.), a Delaware corporation (the “Corporation”), New Enterprise Associates 15, L.P. (“NEA 15”), NEA Ventures 2016, Limited Partnership (“NEA Ventures”), New Enterprise Associates 16, L.P. (“NEA 16”), New Enterprise Associates 17, L.P. (“NEA 17”), NEA 18 Venture Growth Equity, L.P. (together with NEA 15, NEA Ventures, NEA 16 and NEA 17, “NEA”), Bessemer Venture Partners IX L.P. (“Bessemer IX”), Bessemer Venture Partners IX Institutional L.P. (together with Bessemer IX, “Bessemer”), StepStone VC Global Partners VII-A, L.P. (“StepStone VII-A”), StepStone VC Global Partners VII-C, L.P. (“StepStone VII-C”), StepStone VC Opportunities IV, L.P. (together with StepStone VII-A and StepStone VII-C, “StepStone”), Cigna Health & Life Insurance Company (“Cigna Health”), Cigna Ventures, LLC (together
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF BRIGHT HEALTH GROUP, INC.Registration Rights Agreement • January 3rd, 2022 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT OF BRIGHT HEALTH GROUP, INC. (this “Amendment”), dated as of January 3, 2022, is made by and among Bright Health Group, Inc. (formerly known as Bright Health Inc.), a Delaware corporation (the “Company”), New Enterprise Associates 15, L.P. (“NEA 15”), NEA Ventures 2016, Limited Partnership (“NEA Ventures”), New Enterprise Associates 16, L.P. (together with NEA 15 and NEA Ventures, “NEA”), Bessemer Venture Partners IX L.P. (“Bessemer IX”), Bessemer Venture Partners IX Institutional L.P. (together with Bessemer IX, “Bessemer”), Greenspring Global Partners VII-A, L.P. (“Greenspring VII-A”), Greenspring Global Partners VII-C, L.P. (“Greenspring VII-C”), Greenspring Opportunities IV, L.P. (together with Greenspring VII-A and Greenspring VII-C, “Greenspring” and, together with NEA, Bessemer, the “Majority Holders”), NEA 18 Venture Growth Equity, L.P., New Enterprise Associates 17, L.P. (together, “New NEA Fund
ContractWarrant Agreement • August 13th, 2024 • NeueHealth, Inc. • Hospital & medical service plans • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 18th, 2023 • Bright Health Group Inc. • Hospital & medical service plans
This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 13, 2023, by and among (a) Universal Care, Inc. d/b/a Brand New Day, a California corporation (“BND”), (b) Central Health Plan of California, Inc., a California corporation (“CHP” and, together with BND, the “Companies” and each, a “Company”), (c) Bright Health Company of California, Inc., a California corporation (“Seller”), (d) Bright Health Group, Inc., a Delaware corporation (“Seller Parent”) and (e) Molina Healthcare, Inc., a Delaware corporation (“Purchaser”). The Companies, Seller, Seller Parent and Purchaser are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2024 • NeueHealth, Inc. • Hospital & medical service plans • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2021 and made effective as of August 9, 2021 (the “Effective Date”), by and between Centrum Medical Holdings, LLC, a Delaware limited liability company (the “Company”), and Tomas Orozco (the “Executive”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 11th, 2021 • Bright Health Group Inc. • Hospital & medical service plans • Delaware
This Indemnification Agreement is dated as of , (this “Agreement”) and is between Bright Health Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractBright Health Group Inc. • August 6th, 2021 • Hospital & medical service plans • New York
AMENDMENT NO. 1 dated as of August 2, 2021 (this “Amendment”), among BRIGHT HEALTH GROUP, INC. (the “Company”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
