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.
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).
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”).
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.
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).
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.
SECOND AMENDMENT AND WAIVERMerger Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services
This Second Amendment and Waiver (this “Amendment”) under the Agreement and Plan of Merger, dated as of May 25, 2021 (as amended, the “Merger Agreement”), by and among Foresight Acquisition Corp. (“Foresight”), FAC Merger Sub LLC (“Merger Sub”) and P3 Health Group Holdings, LLC (the “Company”) is effective as of December 3, 2021. Foresight, Merger Sub, and the Company 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 Merger Agreement.
FORM OF JOINDER AND WAIVER AGREEMENTJoinder and Waiver Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services
This JOINDER AND WAIVER AGREEMENT, dated as of December 3, 2021 (this “Joinder and Waiver”), is delivered in connection with the transactions contemplated by the (i) Agreement and Plan of Merger by and among P3 Health Group Holdings, LLC, a Delaware limited liability company (the “Company”), Foresight Acquisition Corp., a Delaware corporation (including any successor thereto, “Foresight”), and FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight (including any successor thereto, “P3 LLC”), and (ii) a Transaction and Combination Agreement, by and among Foresight and the blocker parties thereto, including the merger of the Company with and into P3 LLC (the “P3 Merger”).
ESCROW AGREEMENTEscrow Agreement • December 9th, 2021 • P3 Health Partners Inc. • Services-health services • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of December 3, 2021, by and among P3 Health Group Holdings LLC (the “Company”), Foresight Acquisition Corp. (“Foresight”), FAC Merger Sub LLC (“P3 LLC”), Hudson Vegas Investment SPV, LLC (the “Class D Member”), Mary Tolan and Sherif Abdou (the “Unitholder Representatives,” and together with the Company, Foresight, P3 LLC and the Class D Member, sometimes referred to individually as a “Party” and collectively as the “Parties”) and PNC Bank, N.A. (“Escrow Agent”).
