INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • January 19th, 2021 • Foresight Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Foresight Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 9th, 2023 • P3 Health Partners Inc. • Services-health services • New York
P3 Health Partners Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $75 million on the terms set forth in this agreement (this “Agreement”).
WARRANT AGREEMENTWarrant Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2021, is by and between Foresight Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made and entered into by and among Foresight Acquisition Corp., a Delaware corporation (the “Company”), Foresight Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), FA Co-Investment LLC, a Delaware limited liability company (“FA Co-Investment” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Foresight Acquisition Corp. Chicago, IL 60601Subscription Agreement • January 8th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Foresight Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 6,918,525 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Foresight Acquisition Corp., a Delaware corporation (the “Company”), up to 901,183 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the
FORESIGHT ACQUISITION CORP. 27,500,000 Units Underwriting AgreementUnderwriting Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
Foresight Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (collectively, the “Representative”), an aggregate of 27,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,125,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
P3 HEALTH GROUP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 3, 2021Limited Liability Company Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of P3 Health Group, LLC a Delaware limited liability company (the “Company”), dated as of December 3, 2021, is entered into by and among the Company, P3 Health Partners Inc., a Delaware corporation (the “Corporation”), as the sole managing member of the Company, and each of the other Members (as defined herein).
P3 Health Partners Inc. INDEMNIFICATION And Advancement AGREEMENTIndemnification & Liability • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of December 3, 2021 by and between P3 Health Partners Inc., a Delaware corporation (the “Company”), and ______________, [an] [officer] [and] [a] [member of the Board of Directors] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
THIS UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of February 9, 2021, is entered into by and among Foresight Acquisition Corp., a Delaware corporation (the “Company”), and FA Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
FIRST AMENDMENT TO TERM LOAN AGREEMENT, TERMINATION OF MANAGEMENT RIGHTS LETTER AND CONSENTTerm Loan Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • New York
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT, TERMINATION OF MANAGEMENT RIGHTS LETTER AND CONSENT (this “Agreement”), dated as of November 16, 2021, is entered into among P3 HEALTH GROUP HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Amended Term Loan Agreement (as defined below).
Foresight Acquisition Corp. Chicago, IL 60601Subscription Agreement for Founder Shares • January 8th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer FA Co-Investment LLC (the “Subscriber” or “you”) has made to purchase 987,725 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Foresight Acquisition Corp., a Delaware corporation (the “Company”), up to 130,067 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”)
SUBSCRIPTION AGREEMENTSubscription Agreement • June 1st, 2021 • Foresight Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Foresight Acquisition Corp., a Delaware corporation (the “Company”), and P3 Health Group Holdings, LLC, a Delaware limited liability company (“P3”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the undersigned, that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (referred to herein as the “Class A Common Stock” or “Common Stock”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection with the Transaction, certain other institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3), (7), (9), (12) and (13) under the Securitie
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022Advisory Agreement • February 2nd, 2021 • Foresight Acquisition Corp. • Blank checks • New York
Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2024 • P3 Health Partners Inc. • Services-health services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 24, 2024 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the sellers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Sellers”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
Foresight Acquisition Corp. Chicago, IL 60601Underwriting Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Foresight Acquisition Corp., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustmen
Amended and Restated LETTER AGREEMENTLetter Agreement • May 24th, 2024 • P3 Health Partners Inc. • Services-health services
This AMENDED AND RESTATED LETTER AGREEMENT (this “Agreement”) is entered into as of May 24, 2024 by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), Chicago Pacific Founders GP, L.P., a Delaware limited partnership (“CPF GP I”), and Chicago Pacific Founders GP III, L.P., a Delaware limited partnership (“CPF GP III”, collectively with CPF GP I, “CPF”) (in the case of each of CPF GP I and CPF GP III, on behalf of itself and all other CPF Parties (as defined below)).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2024 • P3 Health Partners Inc. • Services-health services • Nevada
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into between P3 Health Group Management, LLC (“OpCo”), P3 Health Partners Inc., a Delaware corporation (“TopCo” and, together with OpCo, the “Company”), and Aric Coffman (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • Nevada
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of April _, 2017 (the “Effective Date”), between P3 Health Group Holdings, LLC, a Delaware limited liability company (the “Company”), and Amir Bacchus, M.D. (the “Executive”).
P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2023 • P3 Health Partners Inc. • Services-health services • New York
This Securities Purchase Agreement (this “Agreement”) is made as of March 30, 2023 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2023 • P3 Health Partners Inc. • Services-health services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 6, 2023 by and among P3 HEALTH PARTNERS INC., a Delaware corporation (the “Company”), and the sellers listed on Annex A hereto (and together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, the “Sellers”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
SUBORDINATION AGREEMENTSubordination Agreement • December 17th, 2024 • P3 Health Partners Inc. • Services-health services • New York
This Subordination Agreement (this “Agreement”) is made as of December 12, 2024 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV 3, LLC, a Delaware limited liability company (“Subordinated Creditor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), is made and entered into as of December 3, 2021 (the “Effective Date”) by and among:
TAX RECEIVABLE AGREEMENT by and among P3 HEALTH PARTNERS INC. P3 HEALTH GROUP, LLC and THE MEMBERS OF P3 HEALTH GROUP, LLC FROM TIME TO TIME PARTY HERETO Dated as of December 3, 2021Tax Receivable Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [December 3, 2021], is hereby entered into by and among P3 Health Partners Inc., a Delaware corporation (the “Corporation”), P3 Health Group, LLC, a Delaware limited liability company (“P3 LLC”), and each of the Members (as defined herein) from time to time party hereto.
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 February 9, 2021Advisory Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.
SUBORDINATION AGREEMENTSubordination Agreement • March 28th, 2024 • P3 Health Partners Inc. • Services-health services • New York
This Subordination Agreement (this “Agreement”) is made as of March 22, 2024 among CRG Servicing LLC, a Delaware limited liability company (“Senior Agent”), and VBC Growth SPV 2, LLC, a Delaware limited liability company (“Subordinated Creditor”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • June 1st, 2021 • Foresight Acquisition Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2021 (this “Agreement”), by and among (i) Foresight Acquisition Corp., a Delaware corporation (“Foresight”), (ii) FAC Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and (iii) P3 Health Group Holdings, LLC, a Delaware limited liability company (the “Company”).
FOURTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • March 28th, 2024 • P3 Health Partners Inc. • Services-health services
THIS FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of March 22, 2024, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
INCENTIVE UNIT GRANT AGREEMENTIncentive Unit Grant Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • Delaware
THIS INCENTIVE UNIT GRANT AGREEMENT (this “Agreement”) is effective as of [___], by and among P3 Health Group Holdings, LLC, a Delaware limited liability company (the “Company”), P3 Health Group Management, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Employer”), and [___], individually (“Employee”). Capitalized terms used herein shall have the meanings ascribed to such terms in Section 7 of this Agreement, or if not defined herein, the meanings ascribed to such terms in the LLC Agreement (as defined in Section 7 below).
P3 HEALTH PARTNERS INC. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AND WAIVER November 8, 2023Registration Rights Agreement • March 28th, 2024 • P3 Health Partners Inc. • Services-health services
This Amendment No. 1 to Registration Rights Agreement and Waiver (this “Amendment No. 1 and Waiver”) is entered into effective as of November 8, 2023 and amends that certain Registration Rights Agreement, dated as of April 6, 2023 (as amended and/or restated from time to time, the “Registration Rights Agreement”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and certain stockholders party thereto (the “Holders”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
FIRST AMENDMENT TO TRANSACTION AND COMBINATION AGREEMENTTransaction and Combination Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services
This First Amendment (this “Amendment”) to the Transaction and Combination Agreement, dated as of May 25, 2021 (the “Transaction and Combination Agreement”), by and among Foresight Acquisition Corp. (“Foresight”), FAC-A Merger Sub Corp. (“FAC Sub A”), FAC-B Merger Sub Corp. (“FAC Sub B”), CPF P3 Blocker-A, LLC (“CPF Blocker A”), CPF P3 Blocker-B, LLC (“CPF Blocker B”), CPF P3 Splitter, LLC (“CPF Splitter”), Chicago Pacific Founders Fund-A, L.P. (“CPF Fund A”), and Chicago Pacific Founders Fund-B, L.P. (“CPF Fund B”) is made and entered into as of December 3, 2021 by and among Foresight, FAC Sub A, FAC Sub B, CPF Blocker A, CPF Blocker B, CPF Splitter, CPF Fund A, and CFP Fund B (collectively, the “Parties”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Transaction and Combination Agreement.
THIRD AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • December 13th, 2022 • P3 Health Partners Inc. • Services-health services
THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of December 13, 2022, is entered into among P3 HEALTH GROUP, LLC, a Delaware limited liability company (“Borrower”) (formerly known as FAC MERGER SUB LLC, successor by merger to P3 HEALTH GROUP HOLDINGS, LLC), the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
P3 HEALTH PARTNERS INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • P3 Health Partners Inc. • Services-health services • New York
This Securities Purchase Agreement (this “Agreement”) is made as of May 22, 2024 (the “Effective Date”), by and among P3 Health Partners Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser”.
November 28, 2022 Erin Darakjian Chief Accounting Officer Interim Chief Financial Officer Dear Erin,Interim Pay Agreement • December 1st, 2022 • P3 Health Partners Inc. • Services-health services
We are pleased to extend an interim pay agreement for your work as P3’s Interim CFO and in your continued role as Chief Accounting Officer. You are a trusted and highly valued leader of our P3 family, and your contributions are directly connected to the company’s growth and success. The following are the terms of our interim pay agreement:
FORM OF CONSENT AND AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 2021 • Foresight Acquisition Corp. • Services-health services
This Consent and Amendment (this “Amendment”) to the Subscription Agreement, dated as of May 25, 2021 (the “Subscription Agreement”), by and between Foresight Acquisition Corp. (“Foresight”), and the undersigned person or entity (the “Subscriber”) is effective as of November 19, 2021. Foresight and the Subscriber are collectively referred to herein as the “Parties”. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Subscription Agreement.
