AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.11

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, the Company desires to revise Schedule I to the Agreement.

WHEREAS, Section 3.08 permits the Company and the requisite number of holders specified therein to amend the Agreement.

NOW, THEREFORE, the Agreement is hereby amended as follows:

I. Amendment. Schedule I to the Agreement is amended by the addition of the following text:

“14. Xxxxxx Xxxxxxx

15. Xxxxx Xxxxxxxxxxx”

II. No Other Modification. Except as modified and amended herein, all other terms and provisions of the Agreement will remain in full force and effect.

III. Joinder. By executing this Amendment, each of Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxx hereby agree, severally and not jointly, to become a party to, to be bound by, and to comply with the provisions of the Agreement as a Holder in the same manner as if each were an original signatory to the Agreement.

[The remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

PRIVIA HEALTH GROUP, INC.
By:			/s/ Xxxxxx Xxxxxxx
			Name: Xxxxxx Xxxxxxx
			Title: General Counsel

[Signature Page to Registration Rights Agreement]

BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:			/s/ Xxxxxxx X. Eng
			Name: Xxxxxxx X. Eng
			Title: Vice President

MBD 2013 HOLDINGS, L.P. BY: MBD ADVISORS, L.L.C., ITS GENERAL PARTNER
By:			/s/ Xxxxxxx X. Eng
			Name: Xxxxxxx X. Eng
			Title: Vice President

BRIDGE STREET 2013 HOLDINGS, L.P. BY: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., ITS GENERAL PARTNER
By:			/s/ Xxxxxxx X. Eng
			Name: Xxxxxxx X. Eng
			Title: Vice President

[Signature Page to Registration Rights Agreement]

PAMPLONA CAPITAL PARTNERS III, L.P. By: Pamplona Equity Advisors III Ltd., its general partner
By:			/s/ Xxxx Xxxxxx
			Name: Xxxx Xxxxxx
			Title: Director

[Signature Page to Registration Rights Agreement]

/s/ Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx

[Signature Page to Registration Rights Agreement]

NATIONAL INVESTMENT GROUP, INC.
By:			/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx,
			Title: Manager

[Signature Page to Registration Rights Agreement]

HEP PRIVIA INVESTORS, LLC
By:			/s/ Xxxxx X. Xxxxxxxx
			Name: Xxxxx X. Xxxxxxxx
			Title: President & Secretary

[Signature Page to Registration Rights Agreement]

BRIGHTON FAMILY, LLC
By:			/s/ Xxxxxxx X. Xxxxxxxx
			Name: Xxxxxxx X. Xxxxxxxx
			Title: Managing Member

[Signature Page to Registration Rights Agreement]

/s/ Xxxxx Xxxxxxxxxx

Xxxxx Xxxxxxxxxx

[Signature Page to Registration Rights Agreement]

CHP III, L.P.
By:			CHP III Management, LLC, its general partner
			By: /s/ Xxxx X. Xxxx
			Name: Xxxx X. Xxxx
			Title: Managing Member
Address for Notices: Cardinal Partners 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX  00000 Attn: Xxxx Xxxx Email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx

[Signature Page to Registration Rights Agreement]

SOUTH BEDFORD COMPANY LLC
By:			/s/ Xxxxx Xxxxxxxx
			Name: Xxxxx Xxxxxxxx, MD
			Title: Managing Director, South Bedford Company
Address for Notices: 00 Xxxxx Xxxxxxx Xx. Xxxxx Xxxxx, XX 00000

[Signature Page to Registration Rights Agreement]

By:			/s/ Xxxxx Xxxxxx
			Name:    Xxxxx Xxxxxx

Address for Notices:

By:			/s/ Xxxxx Xxxxxxxx
			Name:    Xxxxx Xxxxxxxx
Address for Notices:

[Signature Page to Registration Rights Agreement]

/s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx

[Signature Page to Registration Rights Agreement]

/s/ Xxxxx Xxxxxxxxxxx

Xxxxx Xxxxxxxxxxx

[Signature Page to Registration Rights Agreement]