Standard Contracts
Privia Health Group, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 21st, 2022 • Privia Health Group, Inc. • Services-health services • New York
The stockholders of Privia Health Group, Inc., a Delaware corporation (the “Company”) named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as the Representative, an aggregate of 5,000,000 shares of common stock, par value $0.01 per share (“Stock”) and, at the election of the Underwriters, up to 750,000 additional shares of Stock. The aggregate of 5,000,000 shares of Stock to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of 750,000 additional shares to be sold by the Selling Stockholders herein are called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2021 • Privia Health Group, Inc. • Services-health services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April [ ], 2021 (this “Agreement”), is by and among Privia Health Group, Inc., a Delaware corporation (the “Company”), Brighton Health Group Holdings, LLC (the “Parent Company”), and the parties listed on Schedule I hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall assign any rights hereunder in accordance with Section 3.03 (each such Person, a “Holder”).
ContractCredit Agreement • August 30th, 2021 • Privia Health Group, Inc. • Services-health services • New York
Privia Health Group, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • April 22nd, 2021 • Privia Health Group, Inc. • Services-health services • New York
Privia Health Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as the Representatives, an aggregate of [•] shares of common stock, par value [•] per share (“Stock”) and, at the election of the Underwriters, up to [•] additional shares of Stock, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Company herein is called the “Optional Shares” of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to p
Executive Employment AgreementExecutive Employment Agreement • February 27th, 2024 • Privia Health Group, Inc. • Services-health services • Delaware
This Executive Employment Agreement (“Agreement”) entered into as of the 25th day of January, 2024 (“Effective Date”), by and between Privia Health, LLC (“Company”) and Edward C. Fargis (“Executive”), together (the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2021 • Privia Health Group, Inc. • Services-health services • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 2, 2021 (this “Agreement”), is by and among Privia Health Group, Inc., a Delaware corporation (the “Company”), Brighton Health Group Holdings, LLC (the “Parent Company”), and the parties listed on Schedule I hereto and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall assign any rights hereunder in accordance with Section 3.03 (each such Person, a “Holder”).
PRIVIA HEALTH GROUP, INC. SHAREHOLDER RIGHTS AGREEMENT Dated as of May 2, 2021Shareholder Rights Agreement • May 3rd, 2021 • Privia Health Group, Inc. • Services-health services • Delaware
This SHAREHOLDER RIGHTS AGREEMENT is made as of May 2, 2021, by and among Privia Health Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“BSPI”), MBD 2013 Holdings, L.P., a Cayman Islands exempted limited partnership (“MBD”), and Bridge Street 2013 Holdings, L.P., a Cayman Islands exempted limited partnership (“Bridge Street” and, together with BSPI, MBD and their respective Permitted Transferees (as defined herein), each a “GS Investor” and, collectively, the “GS Investors”), and Pamplona Capital Partners III, L.P., a Cayman Islands exempted limited partnership (together with its Permitted Transferees hereunder, the “Pamplona Investor” and, together with the GS Investors, each an “Investor” and, collectively, the “Investors”).
TO THE EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services
This Second Amendment to the Executive Employment Agreement (this “Amendment”) is effective as of April 16, 2021 (the “Amendment Effective Date”) by and between Privia Health, LLC (“Privia”) and Parth Mehrotra (“Executive”). Privia and Executive are hereinafter each a “Party” and collectively the “Parties”.
AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services
WHEREAS, Executive and Company entered into that certain Executive Employment Agreement dated April 13, 2018 (the “Agreement”) pursuant to which Executive was to be granted certain options in Company as set forth as Exhibits B and C to the Agreement (the “Original Exhibits B and C”). The terms of the options granted to the Executive and outstanding as of the Amendment Effective Date (the “Outstanding Equity Interests”) varied from the terms of the Original Exhibits B and C;
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • March 22nd, 2022 • Privia Health Group, Inc. • Services-health services
This Separation and Release of Claims Agreement ("Agreement") is entered into by and between Privia Health, LLC, a Delaware limited liability company, (the "Employer") on behalf of itself, its parent organizations, subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as "Privia"), and Jeffrey Sherman (the "Employee") (the Employer and the Employee are collectively referred to herein as the "Parties") as of the last signature date herein (the "Execution Date").
TO THE EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2022 • Privia Health Group, Inc. • Services-health services
This Second Amendment to the Executive Employment Agreement (this “Amendment”) is effective as of April 16, 2021 (the “Amendment Effective Date”) by and between Privia Health, LLC (“Privia”) and Thomas Bartrum (“Executive”). Privia and Executive are hereinafter each a “Party” and collectively the “Parties”.
SECOND AMENDED AND RESTATED PH GROUP PARENT CORP. STOCK OPTION PLAN BASE OPTION POOL NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 29th, 2021 • Privia Health Group, Inc. • Services-health services • Delaware
Any portion of the Performance-Based Option that is outstanding at the time of the occurrence of a Liquidity Event and that does not become vested and exercisable upon the occurrence of the Liquidity Event in accordance with the foregoing table shall terminate for no consideration upon the occurrence of such Liquidity Event.
Executive Employment AgreementExecutive Employment Agreement • April 7th, 2021 • Privia Health Group, Inc. • Services-health services • Delaware
This Executive Employment Agreement (“Agreement”) by and among Privia Health, LLC (“Privia”), Brighton Health Management Corp. (“Brighton”), and Parth Mehrotra (the “Executive”). This Agreement is effective as January 1, 2018 (the “Effective Date”). Between January 1, 2018 and December 31, 2018, any reference to “Company” shall mean Brighton. On and after January 1, 2019, any reference to “Company” shall mean Privia. Company, and Executive are each a “Party” and collectively the “Parties”. Effective January 1, 2019, Brighton will no longer be a Party to this Agreement.
Privia Health Group, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 8th, 2023 • Privia Health Group, Inc. • Services-health services
The stockholders of Privia Health Group, Inc., a Delaware corporation (the “Company”) named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 42,561,196 shares of common stock, par value $0.01 per share (“Stock”) of the Company. The aggregate of 42,561,196 shares of Stock to be sold by the Selling Stockholders and purchased by the Underwriter pursuant to Section 2 hereof are herein called the “Shares”.
TO THE EXECUTIVE EMPLOYMENT AGREEMENT AND NON-QUALIFIED STOCK OPTION PLAN AGREEMENT(S)Executive Employment Agreement and Non-Qualified Stock Option Plan Agreement • March 25th, 2022 • Privia Health Group, Inc. • Services-health services
This First Amendment to the Executive Employment Agreement and the Non-Qualified Stock Option Plan Agreement(s) (this “Amendment”) is effective as of April 1, 2020 (the “Amendment Effective Date”) by and among Privia Health, LLC (“Privia”), PH Group Parent Corp. (“PH Parent”) and Thomas Bartrum (“Executive”). Privia, PH Parent, and Executive are hereinafter each a “Party” and collectively the “Parties”.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services • New York
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated the 10th day of August, 2022, is entered into by and between Privia Health Group, Inc. f/k/a PH Group Parent Corp. (“PHG”), Privia Health, LLC (“Privia”) and Shawn Morris (“Executive”). Each of PHG, Privia and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 29th, 2023 • Privia Health Group, Inc. • Services-health services • Delaware
THIS FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) dated June 23, 2023 and effective July 1, 2023 (the “Effective Date”), is entered into by and between Privia Health, LLC (“Company”), Parth Mehrotra (“Executive”) and for purposes of Exhibit B, Privia Health Group, Inc. (“PHG”). Each of Company, PHG and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services • Delaware
This FOURTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated the 10th day of August, 2022, is entered into by and between Privia Health, LLC (“Company”) and Thomas Bartrum (“Executive”). Each of Company and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
US-DOCS\137686120.15 STRATEGIC ALIGNMENT AGREEMENT This STRATEGIC ALIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2023 by and among Privia Health Group, Inc., a Delaware corporation (the “Company”), and ChoiceHealth,...Strategic Alignment Agreement • March 7th, 2023 • Privia Health Group, Inc. • Services-health services • Delaware
TO THE EXECUTIVE EMPLOYMENT AGREEMENT AND NON-QUALIFIED STOCK OPTION PLAN AGREEMENT(S)Executive Employment Agreement and Non-Qualified Stock Option Plan Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services
This Amendment to the Executive Employment Agreement and the Non-Qualified Stock Option Plan Agreement(s) (this “Amendment”) is effective as of April 1, 2020 (the “Amendment Effective Date”) by and among Privia Health, LLC (“Privia”), PH Group Parent Corp. (“PH Parent”) and Shawn Morris (“Executive”). Privia, PH Parent, and Executive are hereinafter each a “Party” and collectively the “Parties”.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services • Delaware
This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated the 10th day of August, 2022, is entered into by and between Privia Health, LLC (“Company”) and David Mountcastle (“Executive”). Each of Company and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services • Delaware
This THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated the 10th day of August, 2022, is entered into by and between Privia Health, LLC (“Company”) and Parth Mehrotra (“Executive”). Each of Company and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
TO THE EXECUTIVE EMPLOYMENT AGREEMENT AND NON-QUALIFIED STOCK OPTION PLAN AGREEMENT(S)Executive Employment Agreement and Non-Qualified Stock Option Plan Agreement • August 11th, 2022 • Privia Health Group, Inc. • Services-health services
This First Amendment to the Executive Employment Agreement and the Non-Qualified Stock Option Plan Agreement(s) (this “Amendment”) is effective as of April 1, 2020 (the “Amendment Effective Date”) by and among Privia Health, LLC (“Privia”), PH Group Parent Corp. (“PH Parent”) and Parth Mehrotra (“Executive”). Privia, PH Parent, and Executive are hereinafter each a “Party” and collectively the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2021 • Privia Health Group, Inc. • Services-health services • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 13, 2018 (the “Effective Date”) between PH Group Parent Corp., a Delaware corporation (the “Company”), and Shawn Morris (“Executive”). Certain definitions are set forth in Section 9 of this Agreement.
Re: Transition and Release of Claims Dear Thomas:Transition and Release of Claims • January 29th, 2024 • Privia Health Group, Inc. • Services-health services
This letter agreement (this “Letter Agreement”), entered into on the date first set forth above (the “Effective Date”), sets forth the understanding by and between you, Privia Health, LLC (“Employer”), and Privia Health Group, Inc. (“PHG” and collectively with Employer, the “Company”), regarding your separation from the Company.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Privia Health Group, Inc. • Services-health services
This Amendment No. 1 (this “Amendment”), effective as of October 29, 2021, is made to that certain Registration Rights Agreement, dated as of May 2, 2021 (this “Agreement”), by and among Privia Health Group, Inc., a Delaware corporation (the “Company”), Brighton Health Group Holdings, LLC, and the parties listed on Schedule I thereto.
Re: Transition and Release of Claims Dear Shawn:Transition and Release of Claims • June 29th, 2023 • Privia Health Group, Inc. • Services-health services
This letter agreement (this “Letter Agreement”), entered into on the date first set forth above (the “Effective Date”), sets forth the understanding by and between you, Privia Health, LLC (“Employer”) and Privia Health Group, Inc. (“PHG” and collectively with Employer, the “Company”), regarding your retirement from employment with the Company and your continued service on the board of directors of PHG (the “Board”).
THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2022 • Privia Health Group, Inc. • Services-health services • Delaware
This THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), effective as of March 24, 2022, is entered into by and between Privia Health, LLC (“Company”) and Thomas Bartrum (“Executive”). Each of Company and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
