agilon health, inc. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York
agilon health, inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) of Common Stock, par value $[•] per share of the Company (the “Stock”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to [•] additional shares of the Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
REGISTRATION RIGHTS AGREEMENT of AGILON HEALTH, INC. Dated as of [•], 2021Registration Rights Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of [•], 2021, by and among agilon health, inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”), any Person who executes a Joinder Agreement in the form of Exhibit A hereto and any Person who becomes a party hereto pursuant to Section 9(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
STOCKHOLDERS AGREEMENT of AGILON HEALTH, INC. Dated as of [•], 2021Stockholders Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware
THIS STOCKHOLDERS AGREEMENT is entered into as of [•], 2021, by and among agilon health, inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”), and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
TERMINATION AGREEMENTTermination Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • New York
This TERMINATION AGREEMENT (this “Agreement”) is entered as of [●], 2021, by and between Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), a Delaware corporation (the “Company”), Primary Provider Management Co., Inc., a California corporation (“Opco”) and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”).
agilon health, inc. Employee Stock Option Agreement (Base and Upside Options)Employee Stock Option Agreement • April 7th, 2021 • Agilon Health, Inc. • Services-misc health & allied services, nec • Delaware
This Employee Stock Option Agreement, dated as of , 202 , between agilon health, inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to, and is subject to the terms of, the Amended and Restated agilon health, inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
